DIVISION 5 WATER COURT-DECEMBER 2007 RESUME 1. SUBSTITUTE WATER SUPPLY PLAN NOTIFICATION LIST Section 37-92-308, C.R.S. (2007) directs the State Engineer to establish a notification list for each water division to notify interested parties of requests for approval of: substitute water supply plans (§37-92-308), loans for an instream flow (§37-83-105), and interruptible water supply agreements (§37-92-309). To receive this information for calendar year 2008, specify whether you prefer to receive the information by first-class mail or electronic mail and send your name, mailing address, e-mail address, daytime telephone number, and water division(s) to: Substitute Water Supply Plan Notification List, Colorado Division of Water Resources, 1313 Sherman Street, Room 818, Denver, Colorado 80203 or e-mail to: dwr-swsplist@state.co.us. Additional information regarding Substitute Water Supply Plans is available on the Division of Water Resources' website at http://water.state.co.us/. Questions may be directed to the Division of Water Resources at (303) 866-3581 or dwr-swsplist@state.co.us. 2. SUPREME COURT OF COLORADO/OFFICE OF THE CHIEF JUSTICE ORDER IN THE MATTER OF THE APPOINTMENT OF WATER JUDGES UNDER THE WATER RIGHT DETERMINATION AND ADMINISTRATION ACT OF 1969 Pursuant to Section 37-92-203(2), C.R.S. (2007) the following judges are designated or redesignated as water judges for the water divisions of the state for 2008:

Division 1

Roger A. Klein Gilbert Gutierrez*

Division 2

C. Dennis Maes Kirk S. Samelson *

Division 3

O. John Kuenhold Pattie P. Swift*

Division 4

J. Steven Patrick Charles R. Greenacre *

Division 5

Daniel B. Petre James B. Boyd*

Division 6

Michael A. O’Hara Daniel J. Kaup*

Division 7

Gregory G. Lyman David L. Dickinson*

Dated this 26th day of December, 2007. /s/ Mary J. Mullarkey Chief Justice * Designated additional water judge to assist the principal water judge during an emergency, leave, or conflict situation. 3. SUPREME COURT OF COLORADO OFFICE OF THE CHIEF JUSTICE/ORDER -Appointment of Water Court Senior Judges WHEREAS, Article VI, Section 5(3) of the Colorado Constitution authorizes the Chief Justice of the Colorado Supreme Court to assign judges and retired judges to temporarily perform judicial duties as necessary to foster the prompt disposition of judicial business, and WHEREAS, Section 37-92-203(2), C.R.S. (2007), authorizes the Chief Justice of the Colorado Supreme Court to make temporary assignment of other judges to hear pending water matters, NOW, THEREFORE, IT IS ORDERED by the Chief Justice that the following Senior Judges, who have prior experience with Water Court matters, shall be available as needed for temporary judicial assistance to a particular district in need of assistance with water matters:Richard P. Doucette, Jonathan W. Hays, Robert W. Ogburn, Thomas W. Ossola, Connie L. Peterson and Steven E. Shinn. DONE in Denver, Colorado, this 26th day of Dec. , 2007. _________________/s/________________

Mary J. Mullarkey, Chief Justice SUPREME COURT OF COLORADO/OFFICE OF THE CHIEF JUSTICE

DECEMBER 2007 RESUME WATER DIVISION 5

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ORDER-CONCERNING THE APPOINTMENT OF DESIGNATED GROUND WATER JUDGES Pursuant to the provisions of Section 37-90-115(1)(b)(V), C.R.S. (2007), the following district judges are appointed as designated ground water judges for the named designated ground water basins for 2008:

Designated Ground Water Basin

Judge

Judicial District

Northern High Plains Camp Creek

John Curtis Penny, Jr. 13th

Kiowa-Bijou Lost Creek

C. Vincent Phelps, Jr.

17th

Upper Black Squirrel Creek Upper Big Sandy

Larry E. Schwartz 4th

Southern High Plains Stanley A. Brinkley 15th

Upper Crow Creek Roger A. Klein 19th Dated this 26th day of December, 2007 /s/ Mary J. Mullarkey Chief Justice 4. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW216 GRAND COUNTY, COLORADO RIVER, WATER DISTRICT NO. 5. Sunset Ridge Estates Homeowners Association, c/oKris Schneider, P.O. Box 1324, Fraser, Colorado 80442 (970)726-5892. Stanley W. Cazier, P.O. Box 500, Granby, Colorado, 80446, (970)887-3376. APPLICATION FOR FINDING OF REASONABLE DILIGENCE ON UNDERGROUND WATER RIGHT AND AUGMENTATION INCLUDING EXTCHANGE Name of Structure: Sunset Ridge Estates Wells No. 1 - 10. Source: Wells tributary to Ranch Creek. Location: The application contains the location of all wells, all of which are located in Section 8, T1S, R75W of the 6th P.M. (map attached to application), all of which are in Grand County, Colorado. Type of Use: Household and livestock watering. Type of Structure: Wells. Quantity: 15.0 gpm per well, total 3.55 acre-feet. Additional Information: The application contains a detailed outline of the work performed during the diligence period. Original Water Application 94CW46 (Original Permits 13320-13329). The augmentation/exchange water is pursuant to a Middle Park Water Conservancy District contract, water released from Granby Reservoir, C.A. 1768, 85CW135. (10 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 5. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW217 GRAND COUNTY, COLORADO RIVER. WATER DISTRICT 5. Thompson Properties, P.O. Box 3, Granby, CO 80446. (970)887-3710, c/o Ben McClelland; P.O. Box 167, Hot Sulphur Springs, CO 80451, (970)725-3302. Application for Water Rights (Surface). Name of Structure: Thompson Property Spring. Source: tributary to the Colorado River. Type of Structure: Spring. Appropriation date: 1967, specific date unknown. Use: Industrial, domestic, washing gravel and concrete batch plant. Amount: 0.11 cfs for an absolute water right. Spring located 1390 from N and 2670 E of Section 31, T-2-N, R-76-W of the 6th P.M. (2 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601

DECEMBER 2007 RESUME WATER DIVISION 5

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6. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW218 EAGLE COUNTY, COLORADO. Source: Brush Creek tributary to the Eagle River, tributary to the Colorado River. Application for Change of Water Rights of Everett L. Case in care of Sara M. Dunn, BALCOMB & GREEN, PC, PO Drawer 790, Glenwood Springs, CO 81602 (970)945-6546. Structures: Ditch No. 1 Ditch and Ditch No. 2 Ditch. Applicant owns 2.5 c.f.s. in the Ditch No. 1 Ditch and the Ditch No. 2 Ditch and herein seeks to change his point of diversion from the decreed locations on Brush Creek to the Case River Pumpstation located on the Eagle River above the confluence of Brush Creek and the Eagle River in the SW1/4 SE1/4 of Sec. 32, T4S, R84W 6PM, 575 ft. N. of the S. section line 2,280 ft. W. of the E. section line of Sec. 32. Applicant’s interest in the Ditch No. 1 Ditch together with the Ditch No. 2 Ditch historically irrigated Applicant’s property. An aerial photograph of Applicant’s property consisting of approx. 11.49 ac. is attached to the Application as Ex. A. Prior Decrees: the point of diversion decreed to the Ditch No. 1 Ditch in CA294 is located on the N. bank of Brush Creek, the stream from which center of E. line of the SE1/4, Sec. 5, T5S, R84W 6PM bears N. 73” 15’ E., 465 ft. in Eagle Cty. and in CA963, the decreed point of diversion is located on the right bank of Brush Creek at a point whence Corner No. 6 of Tract No. 44, T5S, R84W 6PM, bears S. 39 Deg., 04’ E. 2,327.25 ft. in CA294, Dist. Ct., Eagle Cty., PN 51. Approp. Date: 4/1/1887. Adjud. Date: 12/17/1889. Amt: 2.60 c.f.s., abs. for Irr. CA963, Dist. Court, Eagle Cty., PN 455DDD. Approp. Date: 9/1/1923. Adjud. Date: 10/3/1936. Amt: 2.77c.f.s., abs. for Irr. Ditch No. 2 Ditch. The diversion point for the Ditch No. 2 Ditch was decreed in CA294 as being located on the N. bank of Brush Creek, at a point N. 37” E. 234 ft. from the center of Sec. 5, T5S, R84W, 6PM, Eagle Cty. and the point of diversion for the Ditch No. 2 Ditch was decreed in CA963 as being located on the right bank of Brush Creek at a point whence the SE corner of Sec. 5, T5S, R84W 6PM bears S. 40 deg., 30’ E. 1,150 ft., Eagle Cty. CA294, Dist. Court, Eagle Cty., PN 20. Approp. Date: 5/1/1884. Adjud. Date: 12/17/1889. Amt: 1.80 c.f.s., abs. for Irr. CA963, Dist. Ct., Eagle Cty., having PN 455FFF. Approp. Date: 9/1/1923. Adjud. Date: 10/3/1936. Amt: 0.75 c.f.s., abs. for Irr. Copies of the diversion records are attached to the Application as Exhibits. The place of use, type of use and number of acres historically irrigated by Applicant will remain unchanged. Applicant owns the land upon which any new diversion structure will be located. Property Address: 101 Ping Lane, Eagle, CO 81631. (5 pages and exhibits). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 7. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW219 Colorado River; Eagle, Garfield and Pitkin Counties; Town of Silt, Colorado, a Colorado municipality, SR Land, LLC, a Colorado limited liability company, and Valley Farms, Inc., a Colorado corporation. Attorneys for Co-Applicants SR Land, LLC and Valley Farms, Inc.: Michael J. Sawyer, Esq. and Chad J. Lee, Esq., Leavenworth & Karp, P.C., P.O. Drawer 2030, Glenwood Springs, CO 81602. Attorneys for Co-Applicant Town of Silt, Colorado: Mark A. Hermundstad, Esq., Williams, Turner & Holmes, P.C., P.O. Box 338, Grand Junction, CO 81502. Application for Adjudication of Water Rights, Change of Water Right, Plan for Augmentation, and for Confirmation of Rights of Appropriative Exchange. First Claim: Appropriation of Underground Water Rights. Wells: Silt Well Nos. 2–4 will be new wells for which conditional priorities are sought. Well Permits will be sought after the decree is issued. A map depicting the locations of Silt Well Nos. 2–4 is attached as Exhibit A to the Application on file with the Water Court. Location: Silt Well No. 2 is located in the SW1/4 of the NW1/4 of Section 11, Township 6 South, Range 92 West of the 6th P.M., at a point approximately 2210 feet from the north section line and 180 feet from the west section line. Location: Silt Well No. 3 is located in the SW1/4 of the NE1/4 of Section 10, Township 6 South, Range 92 West of the 6th P.M., at a point approximately 2290 feet from the north section line and 1600 feet from the east section line. Location: Silt Well No. 4 is located in the SW1/4 of the NW1/4 of Section 10, Township 6 South, Range 92 West of the 6th P.M., at a point approximately 2320 feet from the north section line and 471 feet from the west section line. Source: Alluvial groundwater tributary to the Colorado River. Depth: 50 feet (each well). Pumping Rate: 1 cfs (450 g.p.m.), conditional (each well). Amount: 140 acre-feet per year (each well). Date of Appropriation: December 1, 2007 (each well). Initiation of Appropriation: Formation of intent to appropriate underground water as evidenced by the town public works administrator’s study of the water and irrigation needs in the Town and conclusion additional wells were necessary to supply water, and other acts in furtherance of appropriation. Uses: Irrigation and all municipal uses. Second Claim: Application for Change of Water Right. Name of Structure: Last Chance Ditch (a.k.a. Loesch and Crann Ditch) From Previous Decree:

Case No.

Priority No.

Adjudication Date Appro. Date Use Decreed Amount

Amount owned by Applicants

CA89 73 5/05/1888 03/23/1887 Irrigation 50.0 cfs 3.568 cfs

DECEMBER 2007 RESUME WATER DIVISION 5

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Decreed Point of Diversion: The headgate or intake of the Last Chance Ditch is situated within Garfield County, Colorado, being located at a point on or near Section 10, Township 6 South, Range 92 West of the 6th p.m. This is more accurately described as a point located in the NE1/4 of the SE1/4 of said Section 10, approximately 1475 feet from the South section line and 950 feet from the East section line. Source: Colorado River. Historic Use: Applicant Valley Farms is the owner of 201 shares in the Loesch and Crann Ditch Company. Applicants Town and SR Land are under contract to purchase Valley Farms’s shares. These shares historically irrigated 98.6 acres of land, which are depicted on Exhibit B to the Application on file with the Water Court. Fifty-Three and Two Tenths (53.2) acres from the historic Loesch Farm (“Loesch Farm”) were removed from irrigation through the construction of Interstate 70. Forty-Five and Four Tenths (45.4) acres from the historic Anderson Ranch (“Anderson Ranch”) were removed from irrigation as a result of the development of the Rifle Village South subdivision. The current water supply for the Rifle Village South subdivision, including in house use and for irrigation, is not provided through the Last Chance Ditch, but rather through the City of Rifle municipal water system. Construction on this subdivision began in 1967 and the property was gradually removed from irrigation thereafter. The potential net evapotranspiration for the subject 98.6 acres is 2.06 acre feet per acre. The Last Chance Ditch has historically diverted an adequate supply of water to meet the consumptive use requirement for hay and pasture grass on the historically irrigated property. The historic consumptive use of the 98.6 acres of irrigated land is 203.2 acre feet, but as adjusted for periods of non-use, is 139.7 acre feet. The Loesch and Crann Ditch Company, owner of the Last Chance Ditch, has issued 2817 shares of stock. This equates to 0.01775 cfs per share. The Bylaws for the Loesch and Crann Ditch Company allocate the use of water in the Last Chance Ditch based on the ratio of two shares per irrigated acre. Applicants’ 201 shares equal 7.14% of the outstanding shares which equates to 3.568 cfs of the 50 cfs decreed to the Last Chance Ditch in Case No. CA 89. The return flow from the historic flood irrigation returns to the Colorado River in the form of direct surface return and delayed ground water return flow. The historic consumptive use and the return flows associated with Applicants’ 201 shares, spread on a monthly basis over the year, are set forth on the Table as follows:

Summary of Historic Stream Depletions Last Chance Ditch (all values in acre feet)

Adjusted Historic Consumptive Use Return Flow to Groundwater (adjusted for non use years)

Month Anderson Ranch

Loesch Farm Total Anderson Ranch

Loesch Farm Total

Jan Feb March April May June July August Sept Oct Nov Dec

3.39 8.00 12.57 15.65 13.12 7.40 2.51

4.17 9.84 15.46 19.25 16.13 9.09 3.08

0.00 0.00 0.00 7.57 17.85 28.03 34.90 29.25 16.49 5.59 0.00 0.00

1.73 6.75 9.38 6.35 5.64 6.33 5.64

1.94 7.71 10.69 7.07 6.30 7.24 6.55

0.00 0.00 0.00 3.67 14.46 20.07 13.42 11.95 13.57 12.19 0.00 0.00

Total 62.65 77.03 139.68 41.83 47.50 89.32

Lagged GW Return Flows to River

Month Anderson Ranch Loesch Farm Total

Return Flow Depletion

Total Depletions

DECEMBER 2007 RESUME WATER DIVISION 5

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Jan Feb March April May June July August Sept Oct Nov Dec

3.76 3.02 2.42 1.95 1.78 2.28 3.34 4.17 4.58 4.87 5.04 4.58

4.14 3.33 2.66 2.15 2.05 2.76 4.00 4.83 5.23 5.57 5.71 5.07

7.90 6.35 5.08 4.11 3.83 5.05 7.34 9.00 9.81 10.44 10.76 9.66

-7.90 -6.35 -5.08 -0.44 10.63 15.02 6.08 2.95 3.75 1.75 -10.76 -9.66

-7.90 -6.35 -5.08 7.13 28.48 43.05 40.98 32.20 20.24 7.34 -10.76 -9.66

Total 41.83 47.50 89.33 0.00 139.67 NOTE: The Consumptive Use and Return Flow values are adjusted for 40 years of non use on the Anderson Ranch (Rifle Village South Subdivision) and 36 years of non use on the Loesch Farm (I-70 Dry Up). The Last Chance Ditch has been diverting water for 121 years. Anderson Ranch 66.95% Loesch Farm 70.25% Applicants will leave 0.535 cfs, which is 15% of the water associated with their 201 shares, in the Last Chance Ditch to cover historic transit losses. Proposed Changes. Point of Diversion: The Applicants request to change the point of diversion for 3.033 cfs in the Last Chance Ditch to: a. The common point of diversion for the Silt Pipeline, Silt Pipeline First Enlargement, and the Silt Well No. 1, which common point is known as the “Silt Raw Water Intake Structure”: These rights were changed to a new point of diversion in Case No. 05CW19. This new decreed location is in the S1/2 of the NE 1/4 of Section 9, Township 6 South, Range 92 West of the 6th p.m., at a point from which the northeast corner of said Section 9 bears N 35° 41' 37" East, a distance of 2,620.27 feet and the southeast corner of said Section 9 bears S 26° 21' 28" East a distance of 3,583.70 feet, such point also being approximately 2,140 feet from the North section line and 1,560 feet from the East section line; and b. Lower Cactus Valley Ditch: Located in the SE1/4 of the SE1/4 of Section 5, Township 6 South, Range 91 West of the 6th p.m., at a point approximately 565 feet from the South section line and 390 feet from the East section line. c. Silt Well No. 2, as described above. d. Silt Well No. 3, as described above. e. Silt Well No. 4, as described above. Type of Use: The Applicants also request to change the use of 3.033 cfs in the Last Chance Ditch from irrigation to the following uses: Irrigation and municipal uses, either by direct use or by augmentation, replacement, and/or exchange. Place of Use: The Applicants also request to change the place of use from the locations depicted on Exhibit B on file with the Water Court to the water service area of the Town of Silt as such service area may be expanded in the future. The current water service areas of the Town of Silt are depicted on Exhibit D on file with the Water Court. Third Claim; Plan for Augmentation. Names of Structures to be Augmented: Silt Pipeline, Silt Pipeline First Enlargement, and Silt Well Nos. 1–4, as described above. Water Rights to be Used for Augmentation: The water rights and historic depletion credits associated with the dry up under the water rights for the Last Chance Ditch (a.k.a. Loesch and Crann Ditch) as above described. Ruedi Reservoir. The Applicant is currently applying for a contract from the United States Bureau of Reclamation for a 217 acre feet annual supply from Ruedi Reservoir (“Ruedi Contract”). Ruedi Reservoir was decreed in the Garfield County District Court in Civil Action No. 4613 for domestic, municipal, irrigation, industrial, generation of electrical energy, stock watering and piscatorial uses, with an appropriation date of July 29, 1957. By subsequent order of the Water Court entered in Case No. W-789-76, the decreed amount of this reservoir has been fixed at 102,369 acre feet. Ruedi Reservoir is located in Sections 7, 8, 9, 11 and 14 through 18, T. 8 S., R. 84 W., 6th P.M., in Eagle and Pitkin Counties, and derives its water supply from the Fryingpan River. By decree of the Water Court in Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the amount of 101,280 acre feet, conditional. In Water Court Case No. 95CW95, 44,509 acre feet was made absolute for several uses including municipal and irrigation. Statement of Plan for Augmentation: General Description of Water Supply Operations and Plan. The purpose of this augmentation plan is to provide augmentation water from the Last Chance Ditch and Ruedi Reservoir to replace out-of-priority depletions associated with the diversion and use of the Silt Pipeline, Silt Pipeline First Enlargement, and Silt Well Nos. 1–4, all of which are owned and operated by the Town. This includes direct flow of these water rights and storage for subsequent use. The Town provides municipal water service within its boundaries and to adjacent and nearby areas. The Town's current water service area is depicted on Exhibit D on file with the Water Court. The primary sources of supply for municipal purposes are the Silt Pipeline, Silt Pipeline First Enlargement, and Silt Well No. 1, all of which are diverted at the Silt Raw Water Intake Structure, described in Section 3(D)(i)(a), above. Irrigation water for the Town's service area is diverted at the Lower Cactus Valley Ditch, described in Section 3(D)(i)(b), above. Silt Well Nos. 2–4, described in the First Claim for Relief, above, will provide additional sources of municipal and irrigation water for the Town. Return flows from irrigation accrue to the Colorado River. Wastewater from domestic and municipal uses is treated at the Town's municipal wastewater treatment facility. The Town's current wastewater outfall is to the Colorado River downstream from its municipal intake at the Silt Raw Water Intake Structure. The Silt Pipeline, Silt Pipeline First Enlargement, and Silt Well Nos. 1–4 will divert under their respective priorities when in priority to provide a municipal water supply

DECEMBER 2007 RESUME WATER DIVISION 5

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to persons in the Town's water service area, as that area may be expanded in the future. The augmentation plan described below will replace out of priority depletions from these water rights. Estimated Water Demands, Consumptive Uses and Augmentation. Requirements: Water demand within the Town consists of two types of EQRs: (1) Domestic and (2) Irrigation. A Domestic EQR has an annual demand of 0.40 acre feet and a consumptive use of 0.02 acre feet. Return flows from domestic use within the Town return to the Colorado River instantaneously. A monthly schedule of in-house diversions and depletions per EQR is attached as Exhibit E to the Application on file with the Water Court. An Irrigation EQR includes sprinkler irrigation of 3,500 square feet of lawn and garden and up to 3,000 gallons per month (100 percent depletion) for drip irrigation xeriscape. The consumptive use rate for the lawn and garden area is estimated at 2.46 acre feet per acre. Assuming seventy percent irrigation efficiency, the annual lawn and garden irrigation demand is 0.2824 acre feet and the annual consumptive use is 0.1977 acre feet per irrigation EQR. The drip irrigation xeriscape has an annual demand and consumptive use of 0.0559 acre feet per Irrigation EQR. Accordingly, the total annual irrigation demand is 0.3383 acre feet and the total annual irrigation consumptive use is 0.2536 acre feet per Irrigation EQR. Return flows from irrigation within the Town are lagged. The irrigation demand, depletion, schedule of lagged depletions, and net monthly depletions per EQR are shown on Exhibit E on file with the Water Court. It is the intent of the Applicants to incorporate all of the historic consumptive use from the Last Chance Ditch, 139.7 acre feet, and all of the Town’s prospective Ruedi Contract for 217 acre feet into this plan for augmentation. D. Operation of Plan: The Silt Pipeline, Silt Pipeline First Enlargement, and Silt Well Nos. 1–4 rights will divert under their own priorities when they are in priority. When they are out of priority, depletions will be augmented and replaced by Last Chance Ditch HCU credits and water available under the Ruedi Contract. The Town will develop accounting procedures acceptable to the Division Engineer to determine the time and amount of out-of-priority depletions from the Silt Pipeline, Silt Pipeline First Enlargement, and Silt Well Nos. 1–4, based upon the Domestic and Irrigation EQR's being supplied by those water rights. The Town will also develop accounting procedures acceptable to the Engineer to schedule the use of the Last Chance Ditch HCU credits and the release of Ruedi water to replace those out-of-priority depletions. Fourth Claim; Appropriative Right of Exchange. Description of Exchange: Location: The exchange reach is within the Colorado River from the headgate of the Lower Cactus Valley Ditch to the headgate of the Last Chance Ditch. Upper Terminus: The farthest upstream terminus will be at the Lower Cactus Valley Ditch located in the SE1/4 of the SE1/4 of Section 5, Township 6 South, Range 91 West of the 6th p.m., at a point approximately 565 feet from the South section line and 390 feet from the East section line. Lower Terminus: The Last Chance Ditch headgate located at a point on or near Section 10, Township 6 South, Range 92 West of the 6th p.m. This is more accurately described as a point located in the NE1/4 of the SE1/4 of said Section 10, approximately 1475 feet from the South section line and 950 feet from the East section line. Appropriation Date: May 1, 2007. How appropriation was initiated: The exchange appropriation was initiated by field investigation, formation of intent to appropriate water, consulting with the Town’s engineer, and siting and location of the structure to be benefitted by the exchange. Rate of Exchange: 3.033 c.f.s., conditional. Use: Irrigation and municipal uses. Source of exchange deliveries: Exchange water will be diverted at the Lower Cactus Valley headgate pursuant to the rights described in the First Claim and as augmented under the Plan for Augmentation requested in the Second Claim. Operation of exchange: Applicant will divert water from Lower Cactus Valley headgate as described herein in exchange for dry up credits historically diverted from the Last Chance Ditch headgate at the downstream Lower Terminus. Additional Information: Names and addresses of owners of the land upon which structures are located: Last Chance Ditch: Richard Schwabe, 0511 County Road 331, Silt, CO 81652. The contact information for the Loesch and Crann Ditch Company is as follows: Phil Antes, P.O. Box 365, Rifle, CO 81650. The Loesch and Crann Ditch Company owns an easement for the ditch. Silt Pipeline; Silt Pipeline First Enlargement; and Silt Well No. 1: The surveyed headgate location is located in property owned by the Town of Silt, Colorado c/o Betsey Suerth, Town Administrator, P.O. Box 70, Silt, CO 81652. Lower Cactus Valley Ditch: Lillian Hill, 38090 River Frontage Road, New Castle, CO 81647; Fred L. & Charlotte J. Snyder, P.O. Box 277, New Castle, CO 81647-0277. The contact information for the President and Secretary/Treasurer of the Lower Cactus Valley Ditch Association, respectively, is as follows: Luther Lewis, President, 0564 County Road 223, Rifle, CO 81650; and Nella Barker, Secretary, 1973 County Road 210, Rifle, CO 81650. Ruedi Reservoir: U.S. Bureau of Reclamation, E. Colorado Projects Office, 11056 W.C.R. 18E, Loveland, CO 80537, operates Ruedi Reservoir on lands owned by U.S. Forest Service, White River National Forest, P.O. Box 948, Glenwood Springs, CO 81602. Silt Well No. 2: Stillwater Commercial LLC, 10789 Bradford Road, Suite 150, Littleton, CO 80127. Silt Well No. 3: Silt Riverfront LLC, 408 Aspen Business Center No. 209, Aspen, CO 81611. Silt Well No. 4: C.R. Commercial Properties, Inc., P.O. Box 930, Palisade, CO 81526. It is not feasible to accurately identify the owners of all the lands upon which water will be used under the decree requested herein. Diversion Records. Attached as Exhibit F to the Application on file with the Water Court are copies of the diversion records for the Last Chance Ditch.(Application - 14 pages. Attachments - 7 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601

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8. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW220 MESA COUNTY - APPLICATION FOR WATER RIGHTS (SURFACE) - 1. Name, address, telephone number of applicant: United States of America, c/o Thomas R. Graf, Special Assistant, United States Attorney, Office of the Solicitor, U. S. Department of the Interior, Rocky Mountain Region, 755 Parfet St., Suite 151,Lakewood, CO 80215, Telephone (303) 231-5353, extension 551 2. Name of structure: Encrusted Spring 3. Legal description of each point of diversion: Located on public lands in the NE/4 NW/4, Section 22, T8S R101W, Sixth P.M., approximately 800 feet south of the north section line and 1,500 feet east of the west section line. (Unsurveyed area). 4358462.4mN 702158.4mE NAD 83. 4. Source: Coal Gulch/Big Salt Wash/Colorado River. 5. A. Date of appropriation: 06/12/1934. B. How appropriation was initiated: The United States authorized use of this grazing allotment and its associated water sources by grazing permittees. Subsequently, BLM personnel inventoried the quantity and quality available for livestock and wildlife use. C. Date water applied to beneficial use: 06/12/1934. 6. Amount claimed: 0.01 cfs, absolute. 7. Uses: Livestock watering, wildlife watering. The spring provides water for a herd of up to 120 cattle on the Coal Gulch Allotment. In addition, the spring provides water for elk, deer, bear, mountain lions, turkey, and other small birds and mammals. 8. Name(s) and address(es) of owner(s) of land on which point of diversion and place of use(s) is (are) located: United States Department of the Interior, Bureau of Land Management, Grand Junction Field Office, 2815 H Road, Grand Junction, CO 81506. YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 9. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW222 Garfield County, Water Dis 38, Cattle Creek, Application for Reasonable Diligence and to make absolute. Marc and Erin Bassett c/o Sherry A. Caloia, Esq. 1204 Grand Ave Glenwood Springs, CO. Bassett Spring, Bassett enlargement located in NE¼ SW¼ Sec 12, T7 S R88W 6th PM 1,240 feet from S Sec line and 1,630 feet from W sec line, Source: Cattle Creek, the Roaring Fork River, Approp: 6/1/1994, Amt: 0.075 c.f.s. conditional, Uses: To fill Bassett Ponds Nos. 1 and 2 for stock watering, wildlife, aesthetic, piscatorial, recreational uses. Bassett Spring Pond No. 2 for Lot 8 located in NE¼ SW¼ Sec 12 T7S R88W 6th PM 1,630 feet from W sec line and 1,440 feet from S sec line Source: the pond will be filled with Bassett Spring, described 1st Claim and local runoff trib to Cattle Creek. Appropriation 6/ 1/1994 Amt 1/2 af conditional, with right to fill and refill in priority Uses: recreation, piscatorial, wildlife, stock watering An outline of amount put to ben use and diligence accomplished contained therein. (4 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 10. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW223 Summit County, Blue River. APPLICATION FOR STORAGE WATER RIGHT. Board of County Commissioners of Summit County (“Summit County”) c/o Charles B. White, Esq., Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, Colorado 80202, (303) 825-1980 Name of reservoir: Old Dillon Reservoir, Second Enlargement. Old Dillon Reservoir is an existing structure, originally constructed in 1939, with a present capacity of approximately 46.14 acre-feet. The original water storage right for Old Dillon Reservoir was decreed in Case No. C.A. 1806, Summit County District Court on March 10, 1952, by the Town of Dillon. A conditional, first enlargement storage right, and other water rights, were subsequently decreed in Case No. 93CW288, on February 10, 1997, by the Town of Dillon and Summit County. This application seeks to adjudicate a second enlargement storage right for Old Dillon Reservoir. Summit County, the Town of Dillon and the Town of Silverthorne are parties to an intergovernmental agreement under which interests in the Old Dillon Reservoir, Second Enlargement water right may be conveyed to Dillon and/or Silverthorne. Legal description: The reservoir is located in the SW1/4 SE1/4 and SE1/4 SW1/4 of Section 13, T.5 S., R.78W. of the 6th P.M., in Summit County, Colorado. The approximate location of the SW end of Dam No. 1 will be at a point whence the South quarter corner of said Section 13 bears South 27Ε30' East a distance of 600 feet. The approximate location of the SW end of Dam No. 2 will be at a

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point whence the South quarter corner of said Section 13 bears South 64Ε30' West a distance of 250 feet. The point of diversion for this water storage right is the Dillon Ditch, with a capacity of 10 c.f.s. The Dillon Ditch is located on the south bank of Salt Lick Gulch at a point whence the SE corner of Section 14, T.5S., R.78W. of the 6th P.M. bears South 81Ε58' East 1832 feet. Source: Salt Lick Gulch (a/k/a Salt Lick Creek), a tributary of the Blue River. Appropriation: A. Date: December 11, 2007. B. How appropriation was initiated: By formation of the requisite intent to appropriate the storage right requested herein and completion of substantial steps in furtherance of such intent, including, but not limited to, approval of a resolution by the Board of County Commissioners of Summit County evincing their intent to appropriate the storage right which is the subject of this application. C. Date water applied to beneficial use: N/A. Amount: 60 acre-feet, conditional, with a 10 c.f.s. rate of diversion for filling. Use: Municipal, domestic, commercial, irrigation, industrial, snowmaking, augmentation, replacement, exchange, recreation, piscatorial, wildlife watering, and all other beneficial uses, with the right of reuse, successive use, and disposition to extinction. A. Surface area of high water line: The existing Old Dillon Reservoir has a surface area of approximately 10 acres; it is estimated that the enlarged Old Dillon Reservoir will have a surface area of approximately 15.4 acres. B. Maximum height of dam in feet: The existing Old Dillon Reservoir is impounded by two embankments of approximately 5 to 7 feet in height; it is estimated that the enlarged Old Dillon Reservoir will be impounded by two embankments of approximately 28 to 38 feet in height. C. Length of dam in feet: It is estimated that the embankments of the enlarged Old Dillon Reservoir will have a total length of approximately 2075 feet (NW dam crest - approx 1070 feet; SE dam crest - approx 1005 feet). Total capacity of reservoir in acre-feet: It is estimated that the enlarged Old Dillon Reservoir will have a total capacity of 255 acre-feet; whether any of the foregoing capacity will be dead storage is presently unknown. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Old Dillon Reservoir and the Dillon Ditch are located on land owned by the United States Forest Service, Dillon Ranger District, P.O. Box 620, Silverthorne, CO 80498. WHEREFORE, Applicant respectfully requests that the Court enter a decree granting this application and awarding the conditional storage right described herein, and granting such other relief to Applicant as the Court deems just and proper. (4 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 11. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW224(99CW258), RIO BLANCO COUNTY-THE WHITE RIVER, THE OIL SHALE CORPORATION, c/o Jacques S. Ruda, 1331 -17th Street, Suite 510, Denver, Colorado 80202. Application for Finding of Reasonable Diligence for the Miller Creek Pumping Pipeline located on the South Bank of the White River in the NW¼ of the NW¼, Section 30, T. 1 S., R. 92 W., 6th P.M. whence the northeast corner of said section bears north 79° 10’ east a distance of 4750 feet in Rio Blanco County, Colorado. Source: the White River and its tributaries. Appropriation date: September 30, 1976. On April 11, 1983, as amended on November 13, 1985, in Case No. 79CW355, the Court awarded a conditional water right decree for 100 c.f.s. for industrial, mining, retorting, refining, dust control, reclamation, domestic, municipal, recreational and irrigation uses. Name and address of owners of land on which water is on will be placed to beneficial use: Albert D. & Mona I. Avey, 271 Co. Rd. 57, Meeker, Colorado 81641; Richard A. Bachmann c/o Joe Collins, P.O. Box 1415, Meeker, Colorado 81641; Trudi K. & Wayne G. Burri, 1324 South Lincoln Street, Longmont, Colorado 80501; DC Ranch, LLC c/o Wynn Davis, 501 North AlA, Jupiter, Florida 33477; Terry L. Dikeman, 214 S. Federal, Denver, Colorado 80219; Shaleen Marie Duell, 651 Lone Pine Drive, Ester Park, Colorado 80517; Jeanette Evenson, 490 Co. Rd. 57, Meeker, Colorado 81641; L.D. Grove, P.O. Box 299, Meeker, Colorado 81641; Carol J. Hamilton, P.O. Box 1133, Meeker, Colorado 81641; John S. & Diane M. Hutchins, P.O. Box 941, Meeker, CO 81641; T. Dirk, Jonny A. & Cornelia Jane Murray, 494 Co. Rd. 57, Meeker, Colorado 81641; Pollard Ranch, LLC c/o Great White Shark, 501 North Highway AlA, Jupiter, Florida 33477; Pothole Ranch LTD., P.O. Box 780149, Wichita, Kansas 67278; Matthew J. & Joann P. Robinson, P.O. Box 166, Meeker, Colorado 81641; James M. & Nancy R. Spillane, P.O. Box 773661, Steamboat Springs, Colorado 80477; Janelle L Urista, 490 RBC #57, Meeker, Colorado 81641. Application contains a detailed outline of work performed during the diligence period. (8 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601

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12. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW225 Eagle, Grand and Pitkin Counties. Cross Creek, Turkey Creek and Willow Creek, tributary to the Eagle River, tributary to the Colorado River. Muddy Creek and its tributaries, tributary to the Colorado River. Frying Pan River, tributary to the Colorado River. Water available from the Eagle Park Reservoir Project or other fully consumable water rights located in the headwaters of the Eagle River (e.g., Tenmile Creek and its tributaries, tributary to the Blue River; East Fork of the Arkansas River (with respect to the Arkansas Well); East Fork of Homestake Creek; Middle Fork of Homestake Creek; Homestake Creek). Application for New Water Rights, For Approval of Plan for Augmentation Including Exchange, and For Conditional Appropriative Rights of Exchange. The Town of Minturn c/o Allen C. Christensen, General Counsel, 302 Pine Street, Minturn, CO 81645, (970) 827-5645; and c/o Anne J. Castle, Lori J. Satterfield, Holland & Hart LLP, 555 Seventeenth Street, Suite 3200, Denver, CO 80202 (303) 295-8229. Minturn Eagle River Pumpback (“Pumpback”). The Pumpback may divert from any of the following alternate points of diversion: a) Eagle River Pumpback: Located within a reach of the Eagle River within 1000 feet downstream of a point described as located in the SE ¼ of the SW ¼ of Section 36, Township 5 South, Range 81 West of the 6th P.M., at a point 1,328 feet from the South section line and 2,193 feet from the West section line; b) Dowd Junction Pumpback: Located within a reach of the Eagle River within 1000 feet downstream or upstream of a point described as located in the NW ¼ of the NW ¼ of Section 22, Township 5 South, Range 81 West of the 6th P.M., at a point 1,415 feet from the North section line and 2,011 feet from the West section line; c) Boneyard Pumpback: Located within a reach of the Eagle River within 1000 feet downstream or upstream of a point described as located in the NE1/4 of the SE1/4 of Section 22, Township 5 South, Range 81 West, of the 6th P.M., at a point 1674 feet from the South section line and 934 feet from the East section line; d) CDOT Pumpback: Located within a reach of the Eagle River within 1000 feet downstream or upstream of a point described as located in the NE1/4 of the NE1/4 of Section 17, Township 5 South, Range 81 West, of the 6th P.M., at a point 263 feet from the North section line and 367 feet from the East section line. Eagle River, tributary to Colorado River. Appropriation Date: December 19, 2007. How Appropriation Was Initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including but not limited to: site investigations and water supply planning by water resources consultants; development of a water supply master plan for the Town, based upon the projected future water requirements to serve the Town at full build-out; posting of appropriation; adoption of a resolution by the Town Council for the filing and adjudication of this application, and filing of this application. Date Water Applied to Beneficial Use: N/A. Amount Claimed: 12 cubic feet per second (“cfs”), conditional from any one or combination of the Pumpback alternate points of diversion. Proposed Use: Aesthetics, piscatorial, recreational, augmentation and exchange, domestic, irrigation, commercial, industrial, and municipal. Nonconsumptive use: Diversions of the Pumpback may be delivered via a closed pipeline system to Cross Creek and/or the Eagle River above the points of diversion of the Augmented Water Rights described herein and/or the Eagle River near the Cross Creek and Eagle River confluence. Such diversions may be used to enhance stream flows in Cross Creek and/or the Eagle River, including without limitation to ensure that minimum instream flows decreed by the Colorado Water Conservation Board on Cross Creek and/or the Eagle River in the reaches where Minturn may divert water are not injured. Augmentation of such nonconsumptive diversions by the Pumpback is not required. Consumptive use: Diversions of the Pumpback may also be placed to beneficial consumptive use directly, or stored in priority or by exchange in any of the storage facilities from Case No. 96CW324 or pending Case No. 06CW264 described herein for subsequent release for beneficial consumptive use (including without limitation domestic, irrigation, commercial, industrial, municipal, augmentation and exchange uses). To the extent that the depletions from any such consumptive use are out of priority, then such depletions will be accounted for and augmented under the plan for augmentation described herein. Fully consumable return flows: The Pumpback may also divert any decreed fully consumable (reusable) water, including without limitation any such water made available under contract with the Colorado River Water Conservation District (“River District”). Such diversions of fully consumable water may be released for re-diversion by the Augmented Water Rights, and/or may be diverted into storage directly or by exchange in any of the storage facilities described herein. Minturn Cross Creek Diversion (“CC Diversion”). The CC Diversion may divert from any of the following alternate points of diversion: a) Minturn Water System Ditch: The existing point of diversion for the Minturn Water System Ditch is decreed at a point on the Westerly bank of Cross Creek from whence the section corner common to Sections 35 and 36 of Township 5 South, Range 81 West of the 6th P.M. bears North 38◦43’20” East a distance of 2531.38 feet; b) Minturn Water System Ditch Diversion Structure No. 2: Located on the right (east) bank of Cross Creek at a point approximately 9,748 feet west of the line common to Range 80 and 81 West and 1,967 feet South of the line common to Townships 5 and 6 South of the 6th P.M.; c) Bolts Ditch Pumpstation: Located within 500 feet upstream or downstream of a point on the east (right) bank of Cross Creek that is approximately 9,178 feet west of the line common to Range 80 and 81 West and 4,001 feet south of the line common to Townships 5 and 6 South of the 6th P.M.; d) Bolts Ditch Headgate: The existing point of diversion is located at a point on Cross Creek from whence the SW corner of Section 35, Township 5 South, Range 81 West of the 6th P.M. bears North 28° West 6,350 feet; e) Arminda Ditch: The decreed headgate location is on the east (right) bank of Cross Creek at a point whence the Southwest Corner of Section 36, Township 5 South, Range 81 W, 6th P.M., bears North 27º 38’ East 2,718 feet; f) Maloit Park Diversion Structure: Located within 500 feet upstream or downstream of a point on the right bank of Cross Creek that is approximately 9,131 feet west of the line common to Range 80 and 81 West and 1,238 feet south of the line common to Townships 5 and 6 South of the 6th P.M.; g) Lower Cross Creek Diversion Structure: Located within 500 feet upstream

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or downstream of a point on the right bank of Cross Creek that is approximately 357 feet east of the West section line and 93 feet north of the South section line, Township 5 South, Range 81 West of the 6th P.M. Cross Creek, tributary to Eagle River, tributary to Colorado River. Appropriation Date: December 19, 2007. How Appropriation Was Initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including but not limited to: site investigations and water supply planning by water resources consultants; development of a water supply master plan for the Town, based upon the projected future water requirements to serve the Town at full build-out; posting of appropriation; and adoption of a resolution by the Town Council for the filing and adjudication of this application, and filing of this application. Date Water Applied to Beneficial Use: N/A. Amount Claimed: 12 cfs, conditional, at any one or combination of the alternate points described above. Proposed Use: Aesthetics, piscatorial, recreational, augmentation and exchange, domestic, irrigation, commercial, industrial, and municipal. Diversions of the CC Diversion may be placed to beneficial consumptive use directly, or stored in priority or by exchange in any of the storage facilities described herein for subsequent release for beneficial consumptive use (including without limitation domestic, irrigation, commercial, industrial, municipal, augmentation and exchange uses). To the extent that the depletions from any such consumptive use are out of priority, then such depletions will be accounted for and augmented under the plan for augmentation described herein. Minturn Well No. 3 Enlargement Located in the NW 1/4 of the NW 1/4, Section 2, Township 6 South, Range 81 West of the 6th P.M., at a point 950 feet from the North line and 1200 feet from the West line. Well No. 3 is currently in existence and permitted as Well Permit No. 47794-F. Minturn Well No. 4 Enlargement Located in the SE 1/4 of the SE 1/4, Section 35, Township 5 South, Range 81 West of the 6th P.M., at a point 66 feet from the South line and 430 feet from the East line. Well No. 4 is currently in existence and permitted as Well Permit No. 13700-F-R. Cross Creek, tributary to Eagle River, tributary to Colorado River. Appropriation Date: December 19, 2007. How Appropriation Was Initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including but not limited to: site investigations and water supply planning by water resources consultants; development of a water supply master plan for the Town, based upon the projected future water requirements to serve the Town at full build-out; posting of appropriation; and adoption of a resolution by the Town Council for the filing and adjudication of this application, and filing of this application. Date Water Applied to Beneficial Use: N/A. Amount Claimed: 225 gpm, conditional, for each of the Minturn Well Nos. 3 and 4 Enlargements. Proposed Use: Aesthetics, piscatorial, recreational, augmentation and exchange, domestic, irrigation, commercial, industrial, and municipal. Diversions of the Minturn Well Nos. 3 and 4 Enlargements may be placed to beneficial consumptive use directly, or stored in priority or by exchange in any of the storage facilities described herein for subsequent release for beneficial consumptive use (including without limitation domestic, irrigation, commercial, industrial, municipal, augmentation and exchange uses). To the extent that the depletions from any such consumptive use are out of priority, then such depletions will be accounted for and augmented under the plan for augmentation described herein. A map generally depicting the locations of the water rights described above is as Exhibit A to the Application and incorporated therein. The subject plan for augmentation, including exchange, is filed to provide for the possibility that Minturn’s existing municipal water rights are insufficient to provide the necessary water supplies for Minturn’s reasonably anticipated growth and ultimate buildout population. The legal ability of Minturn’s existing water rights to provide for future growth is currently the subject of dispute in pending Case Nos. 05CW262 and 05CW263 (Water Division 5). While Minturn continues to assert that its municipal water rights can serve a normal increase in population over a reasonable period of time, operation of the subject plan for augmentation may be necessary in certain situations, including but not limited to a decision by the Water Court that is adverse to Minturn in pending Case Nos. 05CW262 and 05CW263. By filing this Application, Minturn does not waive any claims or legal position in pending Case Nos. 05CW262 or 05CW263, and does not concede that an augmentation plan is required for the Town to serve a growing population or to serve areas within the Town’s water service area but outside of the Town’s current boundaries. Name of Structures to be Augmented (collectively referred to herein as “Augmented Water Rights”): a) Minturn Eagle River Pumpback described above, augmentation for consumptive purposes only; b) Minturn Cross Creek Diversion described above; c) Minturn Well Nos. 3 and 4 Enlargements described above; d) Augmented Water Rights from pending Case No. 05CW263 (Water Division 5): Minturn Well Field Nos. 1 and 2 (collectively, “Minturn Well Fields”); e) Augmented Water Rights from the application, as amended, in pending Case No. 06CW264 (Water Division 5): Bolts Ditch Headgate, Bolts Ditch Pumpstation, Minturn Municipal Headgate, Minturn Water System Ditch Diversion Structure No. 2, Arminda Ditch, Maloit Park Diversion Structure, Lower Cross Creek Diversion Structure, Ginn Turkey Creek Diversion, Ginn Eagle River Diversion Nos. 1, 2, and 3, Ginn Willow Creek Diversion Nos. 1 and 2. The Augmented Water Rights from pending Case No. 06CW264 are generally depicted on Exhibit B to the Application and incorporated therein. Description of Augmented Water Rights: The Augmented Water Rights may also divert, by exchange, releases from storage from the Augmented Water Rights described below. See description for Pumpback, CC Diversion, and Minturn Well Nos. 3 and 4 Enlargements above. Minturn Well Fields (see Case No. 05CW263): The Minturn Well Fields are depicted generally on Exhibit C attached to the Application and incorporated therein. Portions of the Minturn Well Fields are in areas where the section lines, township and range have not been mapped by the United States Geological Survey. The wells in the Minturn Well Fields will be constructed within 100 feet of Cross Creek (Minturn Well Field No. 1) or the Eagle River (Minturn Well Field No. 2) within the following stream reaches, which are described using the Universal Transverse Mercator (“UTM”) coordinate system, NAD83 DATUM. The Minturn Well Fields, as described below, may include some lands managed by the United States Forest Service (“USFS”). Applicant does not intend to appropriate a new ground water right for the Well Fields on USFS lands and will not construct a new well on USFS lands. Location of Minturn Well Field No. 1: Commencing at a point described as 1,177 feet south

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and 1,440 feet west of the southwest corner of Section 36, Township 5 South, Ranch 81 West and continuing downstream along Cross Creek (100 feet on either side), to a point near the confluence of Cross Creek and the Eagle River described as 1,174 feet north and 1,965 feet east of the southwest corner of Section 36, Township 5 South, Range 81 West. Minturn Well Field No. 1 is located in areas where the Section lines, Township and Range have not been mapped by the United States Geological Service (“USGS”). Thus, the location of Well Field No. 1 is described above in terms of distances from the nearest mapped Section lines on the USGS Minturn Quadrangle map dated 1987. The Well Field No. 1 may also be described as beginning at a point with UTM coordinates approximately 378118 Easting and 4380283 Northing, and continuing downstream along Cross Creek to the confluence with the Eagle River with UTM coordinates approximately 379172 Easting and 4381014 Northing. Location of Minturn Well Field No. 2: In the alluvium within 100 feet on either side of a reach of the Eagle River commencing at a point described as 1,580 feet south and 1,727 feet west of the southeast corner of Section 36, Township 5 South, Range 81 West and continuing downstream along the Eagle River (100 feet on either side), to a point 7,325 feet south and 2,677 feet west of the southeast corner of Section 36, Township 5 South, Range 81 West. Minturn Well Field No. 2 is located in areas where the Section lines, Township and Range have not been mapped by the USGS. Thus, the location of Well Field No. 2 is described above in terms of distances from the nearest mapped Section lines on the USGS Minturn Quadrangle map dated 1987. The Well Field No. 2 may also be described as beginning at a point with UTM coordinates approximately 379329 Easting and 4378407 Northing, and continuing downstream along the Eagle River to a point with UTM coordinates approximately 379652 Easting and 4380103 Northing. The Town may amend the legal description for Minturn Well Field No. 2 in Case No. 05CW263 if, for example, additional investigation indicates that better water quality may be encountered at well locations down river. In that event, Minturn Well Field No. 2, as amended in Case No. 05CW263, will be included in this augmentation plan without necessitating an amendment of this application, so long as the uppermost point of the amended location of Well Field No. 2 is within 1,000 feet of the said UTM coordinates approximately 379652 Easting and 4380103 Northing. Ground water tributary to Cross Creek and/or the Eagle River. Appropriation Date: September 6, 2005. Amount Claimed: 2.5 cfs conditional. Applicant proposes to develop as many wells as are necessary in the Minturn Well Fields for cumulative maximum diversions of 2.5 cfs. Proposed Use: Municipal. Diversions may be used directly or stored for subsequent release and use. Bolts Ditch Headgate (see Case No. 06CW264): Legal Description: See above. Source: Cross Creek. Appropriation Date: December 28, 2006. Amount Claimed: 30 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Bolts Ditch Pumpstation (see Case No. 06CW264): Legal Description: See above. Cross Creek. Appropriation Date: December 19, 2007. Amount Claimed: 30 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Minturn Municipal Headgate (see Case No. 06CW264): Legal Description: See above. The Minturn Municipal Headgate is an alternate point of diversion to the Bolts Ditch Headgate under the priority to be decreed in Case No. 06CW264. Cross Creek. Appropriation Date: December 28, 2006. Amount Claimed: 30 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Minturn Water System Ditch Diversion Structure No. 2 (see Case No. 06CW264): Legal Description: See above. Cross Creek. Appropriation Date: December 19, 2007. Amount Claimed: 30 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Arminda Ditch (see Case No. 06CW264): Legal Description: See above. Cross Creek. Appropriation Date: December 19, 2007. Amount Claimed: 30 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Maloit Park Diversion Structure (see Case No. 06CW264): Legal Description: See above. Cross Creek. Appropriation Date: December 19, 2007. Amount Claimed: 30 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Lower Cross Creek Diversion Structure (see Case No. 06CW264): Legal Description: See above. Cross Creek. Appropriation Date: December 19, 2007. Amount Claimed: 50 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic,

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augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Ginn Eagle River Diversion No. 1 (near Red Cliff) (see Case No. 06CW264): A proposed diversion to be located on or adjacent to the Eagle River in the SW¼ of SW¼ of Section 20 of Township 6 South, Range 80 West of the 6th P.M., at a point 835 feet from the West section line and 330 feet from the South section line. Eagle River. Appropriation Date: October 13, 2006. Amount Claimed: 25 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Ginn Eagle River Diversion No. 2 (near Bolts Lake) (see Case No. 06CW264): A proposed diversion to be located on or adjacent to the Eagle River in an unsurveyed portion of Eagle County that, when surveyed, will likely be in the NE¼ of NE¼ of Section 11 of Township 6 South, Range 81 West, of the 6th P.M., at a point 5465 West of the line common to Range 80 and 81 West, and 7,265 feet South of the line common to Townships 5 and 6 South including reuse and successive use to extinction. Eagle River. Appropriation Date: October 13, 2006. Amount Claimed: 50 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Ginn Eagle River Diversion No. 3 (near Bolts Lake) (see Case No. 06CW264): A proposed diversion to be located on or adjacent to the Eagle River in an unsurveyed portion of Eagle County that, when surveyed, will likely be in the NW¼ of SW¼ of Section 1 of Township 6 South, Range 81 West, of the 6th P.M., at a point 4,000 feet from the North section line and 4,465 feet from the East section line. Eagle River. Appropriation Date: October 13, 2006. Amount Claimed: 50 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Ginn Turkey Creek Diversion (see Case No. 06CW264): A proposed diversion to be located on or adjacent to Turkey Creek near the confluence with Willow Creek in the N½ of the NW¼ of Section 20 of Township 6 South, Range 80 West, of the 6th P.M., at a point 1,685 feet from the west section line and 1,025 feet from the North section line. Turkey Creek. Appropriation Date: October 13, 2006. Amount Claimed: 15 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Ginn Willow Creek Diversion No. 1 (see Case No. 06CW264): A proposed diversion to be located on or adjacent to Willow Creek in the NE¼ of NE¼ of Section 18 of Township 6 South, Range 80 West, of the 6th P.M., at a point 975 feet from the North section line and 90 feet from the East section line. Willow Creek. Appropriation Date: October 13, 2006. Amount Claimed: 5 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Ginn Willow Creek Diversion No. 2 (see Case No. 06CW264): A proposed diversion to be located on or adjacent to Willow Creek in the NW¼ of SW¼ of Section 17 of Township 6 South, Range 80 West, of the 6th P.M., at a point 1,890 feet from the South section line and 10 feet from the West section line. The Ginn Willow Creek Diversion No. 2 is an alternate point of diversion to the Ginn Willow Creek Diversion No. 1 described above. Willow Creek. Appropriation Date: October 13, 2006. Amount Claimed: 5 cfs, conditional. Proposed Uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Names of Structures to Be Used for Augmentation (collectively referred to herein as “Augmentation Water Rights”): Bolts Lake, decreed in Case No. 96CW324, Water Division No. 5. The following reservoirs as described in the application, as amended, in pending Case No. 06CW264, Water Division No. 5: Bolts Lake (original and enlarged appropriations); Cross Creek Reservoir (original and enlarged appropriations); Willow Creek Reservoir No. 1 (original appropriation); Willow Creek Reservoir No. 2 (original appropriation); Turkey Creek Reservoir No. 1 (original and enlarged appropriations); Turkey Creek Reservoir No. 2 (original appropriation); Highlands Reservoir (original appropriation). The Augmentation Water Rights from the decree in Case No. 96CW324 and pending Case No. 06CW264 are generally depicted on Exhibit B to the Application and incorporated therein. Fully consumable water from the Colorado River supply sources (Wolford Mountain Reservoir and Ruedi Reservoir) that may be made available pursuant to a contract with the Colorado River Water Conservation District. The Town will enter into an appropriate agreement with the River District before such water rights may be utilized under any decree entered herein. Water from the Eagle Park Reservoir Project or other fully consumable water rights located in the headwaters of the Eagle River that can be delivered to the Eagle River at or upstream of the point of any valid senior call against the affected Augmented Water Rights. The Town's ability to use water from the Eagle Park Reservoir Project will be derived from an

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appropriate agreement with an owner of such water rights, including without limitation the Colorado River Water Conservation District (“River District”). Any water that may be delivered from the Eagle Park Reservoir Project pursuant to a contract with the River District is derived from the following water rights: Eagle Park Reservoir; Homestake Reservoir; Eagle Park Project Exchange Supply; Arkansas Well. Description of Augmentation Water Rights: Bolts Lake (decreed in Case No. 96CW324): Location of dam: Bolts Lake is located in Homestead Entry Survey No. 40, Homestead Entry No. 021, containing a portion of the W½ of Section 1, and the E½ of Section 2, Township 6 South, Range 81 West of the 6th P.M., and in Homestead Entry Survey No. 41, Homestead Entry No. 022, containing a portion of the SW¼ of Section 1, S½ of Section 2, N½ of Section 11, and NW¼ of Section 12, Township 6 South, Range 81 West of the 6th P.M. All sections and portions of sections are projected, as this area is unsurveyed. Legal description of point of diversion: Two alternate points of diversion decreed for filling of Bolts Lake are as follows: Bolts Ditch Headgate: See above. Minturn Municipal Headgate: See above. Cross Creek. Appropriation Date: September 14, 1995. Date of Original Decree: July 28, 1999 (Case No. 96CW324 (Water Division 5)). Amount: Capacity of Reservoir: 320 acre feet (“af”), conditional. Rate of Diversion for Filling of Reservoir: 30.0 cfs, conditional. Decreed Use: Domestic, irrigation, fire protection, stock watering, commercial, industrial, municipal, power, recreation, fish and wildlife, and all other purposes related to the provision of a water supply within the now existing and future service area of the Town of Minturn, for all beneficial uses by and for the benefit of the Town, and for reuse, successive use, right of disposition, substitution, exchange and augmentation purposes. Physical Description of Reservoir: Surface area of high water line: 22 acres. Maximum height of dam in feet: 30 feet. Length of dam in feet: 485 feet. Reservoir Capacity: Total Capacity: 320 af. Active Capacity: 316 af. Dead Storage: 4 af. Bolts Lake (see Case 06CW264): The existing off-channel reservoir is located in Homestead Entry Survey No. 40, Homestead Entry No. 021, containing a portion of the W ½ of Section 1 and the E ½ of Section 2, Township 6 South, Range 81 West of the 6th P.M., and in Homestead Entry Survey No. 41, Homestead Entry No. 022, containing a portion of the SW ¼ of Section 1, S ½ of Section 2, N ½ of Section 11 and NW ¼ of Section 12, Township 6 South, Range 81 West of the 6th P.M. The enlarged Bolts Lake will be located in the E ½ of Section 2, Township 6 South, Range 81 West and the W ½ of Section 1, Township 6 South, Range 81 West of the 6th P.M. All section and portions are projected, as this area is unsurveyed. Legal description of points of diversion: Alternate points of diversion to fill Bolts Lake under the priorities to be decreed in Case No. 06CW264 are as follows: Bolts Ditch Headgate; Minturn Municipal Headgate; Ginn Eagle River Diversion No. 2 (near Bolts Lake); Ginn Eagle River Diversion No. 3 (near Bolts Lake); Bolts Ditch Pumpstation; Arminda Ditch; Minturn Water System Ditch Diversion Structure No. 2; Maloit Park Diversion Structure; Lower Cross Creek Diversion Structure. Appropriation Date: December 28, 2006 for original appropriation; December 19, 2007 for enlarged appropriation. Amount: 890 total af, conditional: 100 af conditional under original appropriation, and 790 af, conditional, under enlarged appropriation, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir (when enlarged): Surface area of high water line: 55 acres. Maximum height of dam in feet: 40 feet. Length of dam in feet: 1,000 feet. Reservoir Capacity: Total Capacity: 1,210 af (including the 320 af decreed in Case No. 96CW324, and the 890 af claimed in Case No. 06CW264). Active Capacity: 1,128 af. Dead Storage: 82 af. Cross Creek Reservoir (see Case No. 06CW264): an off-channel reservoir to be located approximately in the NW ¼ of the NE ¼ and the NE ¼ of the NW ¼ of Section 2 of Township 6 South, Range 81 West, and the SW ¼ of the SW ¼ of Section 36, Township 5 South, Range 81 West, of the 6th P.M. All section and measurements are projected, as this area is unsurveyed. Legal description of points of diversion: Alternate points of diversion to fill Cross Creek Reservoir under the priorities to be decreed in Case No. 06CW264 are as follows: a) Bolts Ditch; b) Minturn Municipal Headgate; c) Ginn Eagle River Diversion No. 2 (near Bolts Lake); d) Ginn Eagle River Diversion No. 3 (near Bolts Lake); e) Bolts Ditch Pumpstation; f) Arminda Ditch g) Minturn Water System Ditch Diversion Structure No. 2; h) Maloit Park Diversion Structure; i) Lower Cross Creek Diversion Structure. Appropriation Date: October 13, 2006 for original appropriation; December 19, 2007 for enlarged appropriation. Amount: 1200 af, conditional: 150 af conditional under original appropriation, and 1,050 af conditional under enlarged appropriation, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir: Surface area of high water line: 21 acres. Maximum height of dam in feet: 10 feet. Length of dam in feet: 3,000 feet. Reservoir Capacity: Total Capacity: 1,200 af. Active Capacity: 1,200 af. Dead Storage: 0 af. Willow Creek Reservoir No. 1 (see Case No. 06CW264): an on-channel reservoir to be located in the NE¼ of NE¼ of Section 18 of Township 6 South, Range 80 West, of the 6th P.M., at a point approximately 975 feet from the North section line and 90 feet from the East section line. Willow Creek Reservoir No.1 is an on-channel reservoir and will be filled by flows in Willow Creek. The reservoir may also be filled by water pumped from the Ginn Turkey Creek Diversion described above for 15 cubic feet per second, conditional. Appropriation Date: October 13, 2006. Amount: 218 af, conditional, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to

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meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir: Surface area of high water line: 7.0 acres. Maximum height of dam in feet: 166 feet. Length of dam in feet: 629 feet. Reservoir Capacity: Total Capacity: 218 af. Active Capacity: 218 af. Dead Storage: 0 af. Willow Creek Reservoir No. 2 (see Case No. 06CW264): An on-channel reservoir to be located in the NW¼ of SW¼ of Section 17 of Township 6 South, Range 80 West, of the 6th P.M., at a point approximately 1890 feet from the South section line and 10 feet from the West section line. Willow Creek Reservoir No. 2 is an on-channel reservoir and will be filled by flows in Willow Creek. The reservoir may also be filled by water pumped from the Ginn Turkey Creek Diversion described above for 15 cubic feet per second, conditional. Appropriation Date: October 13, 2006. Amount: 198 af, conditional, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir: Surface area of high water line: 7.1 acres. Maximum height of dam in feet: 130 feet. Length of dam in feet: 565 feet. Reservoir Capacity: Total Capacity: 198 af. Active Capacity: 198 af. Dead Storage: 0 af. Turkey Creek Reservoir No. 1 (see Case No. 06CW264): an off-channel reservoir to be located in the S1/2 of NW¼ of Section 20 of Township 6 South, Range 80 West, of the 6th P.M. at a point approximately 1,570 feet from the North section line and 1,980 feet from the West section line. Legal description of points of diversion: Alternate points of diversion to fill Turkey Creek Reservoir No. 1 under the priorities to be decreed in Case No. 06CW264 are as follows: a) Ginn Eagle River Diversion No. 1 (near Red Cliff); b) Ginn Turkey Creek Diversion c) Ginn Willow Creek Diversion No. 1; d) Ginn Willow Creek Diversion No. 2. Appropriation Date: October 13, 2006 for original appropriation; December 19, 2007 for enlarged appropriation. Amount: 510 af, conditional: 228 af conditional under original appropriation, and 282 af conditional under enlarged appropriation, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir: Surface area of high water line: 15 acres. Maximum height of dam in feet: 75 feet. Length of dam in feet: 1,515 feet. Reservoir Capacity: Total Capacity: 510 af. Active Capacity: 510 af. Dead Storage: 0 af. Turkey Creek Reservoir No. 2 (see Case No. 06CW264): an on-channel reservoir to be located in the NW¼ and the N½ of the NE¼ of Section 20 of Township 6 South, Range 80 West, of the 6th P.M., at a point approximately 1,145 feet from the North section line and 1,495 feet from the West section line. Source: Turkey Creek. Appropriation Date: October 13, 2006. Amount: 500 af, conditional, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir: Surface area of high water line: 17 acres. Maximum height of dam in feet: 75 feet. Length of dam in feet: 400 feet. Reservoir Capacity: Total Capacity: 500 af. Active Capacity: 500 af. Dead Storage: 0 af. Highlands Reservoir (see Case No. 06CW264): an off-channel reservoir to be located in the W1/2 of SE1/4 and the E1/2 of SW1/4 of Section 2 of Township 6 South, Range 81 West, of the 6th P.M. at a point approximately 7,130 feet west of the line common to Range 80 and 81 West and 5,500 feet south of the line common to Townships 5 and 6 South of the 6th P.M. Legal description of points of diversion: Alternate points of diversion to fill Highlands Reservoir under the priorities to be decreed in Case No. 06CW264 are as follows: a) Bolts Ditch Headgate; b) Minturn Municipal Headgate; c) Ginn Eagle River Diversion No. 2 (near Bolts Lake); d) Ginn Eagle River Diversion No. 3 (near Bolts Lake); e) Bolts Ditch Pumpstation; f) Arminda Ditch; g) Minturn Water System Ditch Diversion Structure No. 2; h) Maloit Park Diversion Structure; i) Lower Cross Creek Diversion Structure. Appropriation Date: December 19, 2007. Amount: 800 af, conditional, with the right to fill and re-fill when in priority. Proposed Use: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses including reuse and successive use to extinction. Physical Description of Reservoir: Surface area of high water line: 25 acres. Maximum height of dam in feet: 120 feet. Length of dam in feet: 800 feet. Reservoir Capacity: Total Capacity: 800 af. Active Capacity: 800 af. Dead Storage: 0 af. Wolford Mountain Reservoir: The River District owns and operates Wolford Mountain Reservoir (f/k/a Gunsight Pass Reservoir) which has the following water right: Legal description of place of storage: The dam is located in Grand County in the SW ¼ of the NE ¼ of Section 25, T. 2 N., R. 81 W., 6th P.M. The intersection of the dam axis (Sta. D19+35.61) with the West Access Road (Sta. WR50+55.05) occurs at a point which bears S. 53º24’56” E. a distance of 3,395.51 feet from the NW corner of said Section 25; the bearing of said dam axis from Sta. 19+35.61 to Sta. 0+00 being S. 75º 28’ 29” E. Muddy Creek and its tributaries. Previous storage decrees: Case No. 87CW283: Decree Date: November 20, 1989. Court: District Court, Water Div. No. 5. Amount: 59,993 acre feet Appropriation Date: December 14, 1987 Use: All beneficial uses, including but not limited to domestic, municipal, agricultural and recreational uses. Case No. 95CW281: Decree Date: August 26, 1997. Court: District Court, Water Div. No. 5. Amount: 6,000 acre feet (enlargement). Appropriation Date: Jan. 16, 1995. Use: All beneficial uses by and for the benefit of the inhabitants of the River District, including but not limited to domestic, municipal, industrial,

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irrigation, agricultural, piscatorial, recreational and environmental mitigation. Case No. 98CW237: Decree Date: July 6, 2000. Court: District Court, Water Div. No. 5. Amount: 30,000 a.f. (refill). Appropriation Date: Nov. 17, 1998. Use: Certain of the beneficial uses previously adjudicated for Wolford Mountain Reservoir in Cases No. 87CW283 and 95CW281. Ruedi Reservoir: The River District is entitled to deliveries of water from Ruedi Reservoir pursuant to contract with the U.S. Bureau of Reclamation: Legal description of place of storage: Ruedi Reservoir is located in Sections 7, 8, 9, 11 and 14 through 18, T. 8 S., R. 84 W., 6th P.M., in Eagle and Pitkin Counties. The dam axis intersects the right abutment at a point whence the SW corner of Section 7, T. 8 S., R. 84 W. of the 6th P.M., bears N. 82º 10’W. a distance of 1,285 feet. Frying Pan River. Previous storage decrees: Civil Action No. 4613: Decree Date: June 20, 1958. Court: Garfield County District Court. Amount: 140,697.3 acre feet, reduced to 102,369 acre feet pursuant to order of the District Court, Water Div. No. 5 in Case No. W-789-76. Appropriation Date: July 29, 1957. Use: Domestic, municipal, irrigation, industrial, generation of electrical energy, stock watering and piscatorial. Case No. 81CW34: Decree Date: April 8, 1985. Court: District Court, Water Div. No. 5. Amount: 101,280 acre feet (refill). Appropriation Date: Jan. 22, 1981. Use: Irrigation, domestic, municipal, generation of electrical energy, stock watering, industrial, piscatorial, recreation and maintenance of sufficient storage reserves to fulfill contractual obligations and provide stored water for recreation in times of drought. Eagle Park Reservoir Project. The Town’s ability to use water from the Eagle Park Reservoir Project will be derived from an appropriate agreement with an owner of such water right, including without limitation the River District. The River District’s current supply consists of 2,000 shares of Class A, Series 2 stock in the Eagle Park Reservoir Company, which entitle the River District to the annual release and/or diversion of up to 200 acre feet from Eagle Park Reservoir and the Arkansas Well more particularly described as follows: Eagle Park Reservoir, decreed by the Water Court in Cases No. 92CW340 and 93CW301, for a combined total capacity of 27,600 acre feet, with an appropriation date of March 16, 1991, for 5300 acre feet, and May 18, 1993, for 22,300 acre feet, together with the right to divert at the rate of 80 cfs under the August 10, 1956 appropriation date of the Pando Feeder Canal pursuant to the decree of the Water Court entered in Case No. 97CW288, for mining, milling, industrial, snowmaking, municipal, domestic, stock watering, recreation, fish and wildlife, irrigation, agricultural, exchange, replacement, augmentation and all other beneficial purposes. Eagle Park Reservoir is augmented by exchange by decree of the Water Court entered in Case No. 95CW348. The north abutment of the dam crest is located approximately 160 feet north of the south section line and 650 feet east of the west section line of Section 28, T. 7 S., R. 79 W., 6th P.M. The source of the Eagle Park Reservoir is the East Fork of the Eagle River including runoff, surface flow and seepage from the area above the reservoir and tributary thereto, and water tributary to Tenmile Creek a tributary of the Blue River. In addition to the tributary area upstream of the reservoir, the specific points of diversion into storage for Eagle Park Reservoir are as follows: The East Fork Interceptor Ditch, which has a capacity of 48 cfs and diverts from unnamed tributaries of the East Fork of the Eagle River at the following points, all of which are located in Eagle County, Colorado: 900 feet south of the north section line and 1100 feet west of the east section line of Section 5, T. 8 S., R. 79 W., 6th P.M. 1250 feet south of the north section line and 700 feet east of the west section line of Section 4, T. 8 S., R. 79 W., 6th P.M. 1200 feet north of the south section line and 800 feet east of the west section line of Section 33, T. 7 S., R. 79 W., 6th P.M. Runoff, surface flow, and seepage from the area above the East Fork Interceptor Ditch as it runs between the above-described points of diversion and Eagle Park Reservoir. The Chalk Mountain Interceptor Ditch, which has a capacity of 12 cfs and diverts runoff and seepage as it runs a distance of approximately 3.4 miles from Fremont Pass, located in the W1/2 of Section 11, T. 8 S., R. 79 W., 6th P.M., northwesterly along State Highway 91 and the South side of Robinson Tailing Pond, thence westerly to the south of Chalk Mountain Reservoir and Robinson Reservoir, thence northwesterly to Eagle Park Reservoir. The Chalk Mountain Interceptor Ditch diverts water from the headwaters of Tenmile Creek in Summit County and from the headwaters of the East Fork of the Eagle River in Eagle County. The East Interceptor Ditch, which has a capacity of 20 cfs and runs northeasterly from a point whence the northeast corner of Section 2, T. 8 S., R. 79 W., 6th P.M. bears North 77°20’ East a distance of 850 feet at the north fork of McNulty Creek, thence along the east side of Robinson and Tenmile Tailing Ponds into Supply Canal No. 1 described below. The East Interceptor Ditch diverts water from the north fork of McNulty Creek and surface flow, seepage, and runoff from watersheds above it that are tributary to Tenmile Creek. The Supply Canal No.1, which has a capacity of 10 cfs and diverts water from the following tributaries of Tenmile Creek at the following points: On the west bank of Humbug Creek at a point whence the southwest corner of Section 18 T. 7 S., R. 78 W. bears South 71°35’ West a distance of 3250 feet. On the south bank of Mayflower Creek at a point whence the northeast corner of Section 24, T. 7 S., R. 79 W., 6th P.M. bears North 16°55’ East a distance of 2250 feet. Runoff, surface flow, and seepage from the area above the Supply Canal No. 1 as it runs between the above-described points of diversion and the Climax Mill. The Supply Canal No. 2, which has a capacity of 10 cfs and diverts water from the following tributaries of Tenmile Creek at the following points: On the west bank of Searle Creek at a point whence U.S.L.M. Kokomo bears South 45°58’ East 3740 feet (located in the NW1/4 of the SE1/4 of Section 13, T. 7 S., R. 79 W., 6th P.M.). On the south bank of Kokomo Creek at a point whence U.S.L.M. Kokomo bears North 39°36’ east 2635 feet (located in the SE1/4 of Section 22, T. 7 S., R. 79 W., 6th P.M.). Runoff, surface flow, and seepage from the area above the Supply Canal No. 2 as it runs between the above-described points of diversion and the Climax Mill. The East Fork Pumping Plant, which has a capacity of 6 cfs and diverts from the East Fork of the Eagle River at a point in the SE1/4 NE1/4 of Section 32, T. 7 S., R. 79 W., 6th P.M. at a point whence the NE corner of said Section 32 bears N. 31°53’ E. a distance of 2414 feet. The Eagle Park Reservoir Company must first receive the permission of Climax Molybdenum Company to use the East Fork Interceptor Ditch, Supply Canal No. 1 and Supply Canal No. 2 described above to divert water into Eagle Park Reservoir. Nevertheless, the firm yield of the River District’s supply is not dependent on the use of those facilities. Arkansas Well, being the first 455 acre feet per year of historic transbasin diversions from

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an undivided 1/7th interest in and to that certain water right known as the Stevens and Leiter Ditch, originally decreed by the Chaffee County District Court for 38 cfs with a priority date of September 1, 1873, as changed by the Chaffee County District Court, in Civil Action No. 5276, to a new point of diversion which is a well located in the E1/2 SE1/4 SE1/4 of Section 10, T. 8 S., R. 79 W., of the 6th P.M., whence the SE corner of Section 10 bears South 17°37’ East, a distance of 364.8 feet, on the East Fork of the Arkansas River in Lake County, Colorado, as said change was confirmed by the District Court in and for Water Division No. 2, in Case No. 91CW028, providing that said water could be diverted at the rate of 1.086 cfs, with an annual volumetric limit of 786 acre feet, to the Colorado River Basin for use and disposition there, without any return flows to the Arkansas River Basin, together with the right to use, reuse and successively use said water to extinction. As such time as the East Fork Pumping Plant described above is fully operational, the Arkansas Well water will no longer be needed and the River District’s supply will be obtained from Eagle Park Reservoir. Exchange Supply. Pursuant to a Memorandum of Understanding dated effective as of April 21, 1998 (the “MOU”) among the City of Aurora, the City of Colorado Springs, the River District, Climax Molybdenum Company, Vail Associates, Inc., the Upper Eagle Regional Water Authority, and the Eagle River Water & Sanitation District; and the Water Exchange Agreement dated June 17, 1998 among Aurora, Colorado Springs, and the Eagle Park Reservoir Company, Aurora and Colorado Springs agreed to make up to 500 acre feet of water available for West Slope use from facilities owned and operated by Aurora and Colorado Springs in exchange for up to 800 acre feet of replacement water from the West Slope participants. The River District’s 100 shares of Class B stock in the Eagle Park Reservoir Company entitle the River District to up to 100 acre feet per year of consumptive beneficial use water to be derived from fully consumable water annually diverted by and/or stored in the following structures owned and controlled by Aurora and Colorado Springs: Homestake Project. Homestake Reservoir, also known as Elliott-Weers Reservoir, was decreed by the Eagle County District Court in Civil Action No. 1193 for 83,338.98 acre feet conditional, 43,504.7 acre feet of which is now absolute. This reservoir is located on Homestake Creek with a dam being located whence the NW Corner of Section 31, T.7 S., R. 80 W., 6th P.M. bears N. 58°30.6’ E. 24,659 feet from the East dam abutment and N. 62°25.8’ E. 25,746 feet from the West dam abutment. The sources of supply of said Reservoir are the East Fork of Homestake Creek, the Middle Fork of Homestake Creek and Homestake Creek. Camp Hale Project. Aurora and Colorado Springs may provide to the River District water released from those surface and ground water storage rights sought by Aurora and Colorado Springs in Cases No. 88CW449 and 95CW272, District Court for Colorado Water Division No. 5. River District Contractors’ use of augmentation water from Homestake Reservoir made available through contract or other arrangement with the Eagle Park Reservoir Company shall be dependent upon the continued existence of, and conditions set forth in, the Water Exchange Agreement dated June 17, 1998 between the Cities of Aurora and Colorado Springs and the Eagle Park Reservoir Company, together with any modifications thereto, or constraints thereon, as may be necessitated by the decree entered in Case No. 98CW270, Water Division No. 5. Additional Information for Homestake Project. The detailed descriptions of the structures decreed by the Eagle County District Court in Civil Action No. 1193 for the Homestake Project are set forth below. French Creek Intake. 60.1 cfs S. 82°18.3’ E. 20988 ft. to NW corner Sec. 31, T. 7 S., R. 80 W. Fancy Creek Intake.38.6 cfs. N. 85°10.5’ E. 25280 ft. to NW corner Sec. 31, T. 7S., R. 80 W. Missouri Creek Intake. 39.8 cfs N. 77°12.4’ E. 28800 ft. to NW corner Sec. 31, T. 7 S., R. 80 W. Sopris Creek Intake. 41.3 cfs N. 74°7.6’ E. 29848 ft. to NW corner Sec. 31, T. 7 S., R. 80 W. East Fork Conduit. The East Fork Conduit diverts water from the East Fork of Homestake Creek pursuant to its appropriation of 70.8 cubic feet per second of time absolute and 189.2 cubic feet per second of time conditional therefrom and conveys these waters to Homestake Reservoir for conveyance to Homestake Tunnel or storage in the reservoir, said East Fork Conduit having a capacity of 260 cubic feet per second of time and total length of approximately 3093 feet. The point of diversion of said conduit is on East Fork Homestake Creek at a point whence the Northwest corner of Section 31, T. 7 S., R. 80 W. bears N. 55°40.5’ E., 22,917 feet. Homestake Tunnel. Homestake Tunnel under the Continental Divide for the conveyance of water into the Arkansas River Basin with its intake located at a point under Homestake Reservoir whence the Northwest corner of Section 10, T. 9 S., R. 81 W., 6th P.M. bears S. 15°27’08” E. 26,173.03 feet appropriates a maximum amount of 10 cubic feet per second of time conditional of water seeping and percolating into Homestake Tunnel from former Water District No. 37 areas and 300 cubic feet per second of time absolute from Middle Fork of Homestake Creek, at its said Northerly portal, its point of diversion; said tunnel has a length of 27,400 feet and a capacity of 700 cubic feet per second of time. The tunnel will convey out of former Water District No. 37 up to 700 cubic feet per second of time of waters appropriated by the tunnel from the Middle Fork of Homestake Creek, together with water appropriated by the tunnel from the Homestake Creek and East Fork Conduits and Homestake Reservoir, to an outlet at a point from where the Northwest corner of Section 10, T. 9 S., R. 81 W., 6th P.M. bears N. 6°40’52” E., a distance of 2,173.54 feet. Homestake Reservoir. Homestake Reservoir, also known as Elliott-Weers Reservoir, has capacity of 83,338.98 acre feet conditional, is located on Homestake Creek with a dam whence Homestake Peak bears S. 73°26’ E. 10,477 feet from the easterly end thereof and S. 74°57’ E. 13,347 feet from the westerly end thereof, said dam having a maximum height of 411.5 feet and a length of 3,380 feet. The sources of supply of said reservoir are Homestake Conduit (the sources of this conduit as herein above set forth), East Fork Conduit (the source of this conduit as herein above set forth), the Middle Fork of Homestake Creek and Homestake Creek, and said reservoir has appropriated for storage 83,338.98 acre feet annually from said sources. Homestake Reservoir also conveys water from Homestake Conduit and East Fork Conduit to Homestake Tunnel. Existing Homestake Reservoir has a storage capacity of 43,504.7 acre feet absolute and is located on Homestake Creek with a dam whence the NW Corner of Section 31 T. 7 S., R. 80 W., 6th P.M. bears No. 58°30.6’ E. 24,659 feet from the East dam abutment and N. 62°25.8’ E. 25,746 feet from the West dam abutment, said dam has a maximum height of 265.0 feet and a length of 1996 feet. The sources of supply of said existing Homestake Reservoir are Homestake Conduit, East Fork Conduit, the

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Middle Fork of Homestake Creek and Homestake Creek. Existing Homestake Reservoir has appropriated 43,504.7 acre feet annually from said sources and also conveys water from Homestake Conduit and East Fork Conduit to Homestake Tunnel. Statement of Plan for Augmentation: Provision of Municipal Water Service: The Town seeks approval of this plan for augmentation, including exchange, to replace all out-of-priority depletions associated with the provision of municipal water service for reasonably anticipated future growth within the Town’s existing boundaries, and within areas which are currently outside the Town’s existing boundaries but which are within the Town’s reasonably contemplated service area for future water service by the Town, including without limitation for water service to the Three Mile Plan Area and the Battle Mountain project. Augmentation of Out-of-Priority Depletions: Under the subject plan for augmentation plan, out-of-priority depletions will be replaced in time, place and amount by the provision of augmentation supplies from any one or combination of the Augmentation Water Rights. Augmentation is required only in the event of a valid senior call against the Augmented Water Rights. Instream Flow Augmentation. In addition to the augmentation of junior out-of-priority depletions resulting from consumptive uses of water as described above , the subject plan for augmentation will also provide, as may be necessary, water to augment the Colorado Water Conservation Board’s instream flow decreed in Case No. W-3796 on the Eagle River between its confluence with Cross Creek and its confluence with Gore Creek. Augmentation by Exchange: As part of the Conditional Rights of Exchange described in the Fifth Claim below, Applicant seeks approval of a plan to augment by exchange out-of-priority depletions resulting from diversions at any one or combination of the Augmented Water Rights. The exchange reaches will vary, depending on which of the Augmentation Water Rights is providing water for augmentation by exchange, and which of the Augmented Water Rights is augmented by the exchange. The maximum rate of exchange is 20 cfs, conditional, for any combination of Augmented Water Rights augmented by exchange by releases from any combination of the Augmentation Water Rights. The priority date of the exchange is December 19, 2007. Accounting: Applicant will install and maintain such measuring devices and implement such accounting procedures as may be required by the State and Division Engineers to administer the terms of any decree for the subject augmentation plan, including exchange. Water Quality: The water to be provided for augmentation is of a quality and quantity so as to meet the requirements for which the water has been used by senior downstream appropriators, and therefore meets the requirements of C.R.S. § 37-92-305(5). Non-Injury: The plan for augmentation, including, exchange, will prevent injury to vested or decreed conditional water rights. The Town will provide adequate replacement water necessary to meet the lawful requirements of a senior diverter at the time and location and to the extent that the senior would be deprived of his or her lawful entitlement by the Town’s diversions. The Town seeks approval to operate the following conditional rights of exchange with a date of appropriation of December 19, 2007: Augmentation Exchange: The Augmentation Exchange is comprised of both the exchange described above, and the Effluent Exchange, for a projected maximum exchange rate of 12 cfs combined. The Effluent Exchange will exchange treated water released from the wastewater treatment plant(s) that provides treatment service for water distributed in the Town’s municipal water system to the points of diversion for the Pumpback, the Augmented Water Rights, and/or the Augmentation Water Rights identified above. The most downstream terminus of the Effluent Exchange is the outfall of the wastewater treatment plant operated by the Eagle River Water & Sanitation District in Avon, located in the NW1/4 of Section 12, Township 5 South, Range 82 West, 6th P.M. (“Avon WWTP”), and/or any other upstream wastewater treatment plant utilized by the Town for treatment of municipal wastewater and located upstream from the Avon WWTP (including without limitation any wastewater treatment plant permitted and located in the future at the so-called CDOT site, Dowd Junction site, or the Boneyard site). The upstream termini of the Effluent Exchange are the points of diversion of the Pumpback, the Augmented Water Rights, and/or the Augmentation Water Rights identified above. Storage Exchange: The Storage Exchange will exchange storage releases from any one or combination of the Augmentation Water Rights identified for subsequent storage in any of the structures identified herein. To accomplish the Storage Exchange, storage releases will be re-diverted by exchange at any of the points of diversion described below and in the following amounts, for subsequent storage and application to beneficial use: Exchange diversion points on Eagle River: Ginn Eagle River Diversion No. 1, 25 cfs; Ginn Eagle River Diversion No. 2, 50 cfs; Ginn Eagle River Diversion No. 3, 50 cfs. Exchange diversion points on Turkey Creek: Ginn Turkey Creek Diversion, 15 cfs; Turkey Creek Reservoir No. 2 (entire flow of Turkey Creek that is physically and legally available). Exchange diversion points on Willow Creek: Ginn Willow Creek Diversion No. 1, 5 cfs; Ginn Willow Creek Diversion No. 2, 5 cfs. Exchange diversion points on Cross Creek: Bolts Ditch Headgate, 30 cfs; Bolts Ditch Pumpstation, 30 cfs; Arminda Ditch, 30 cfs; Minturn Water System Ditch, 30 cfs; Minturn Water System Ditch No. 2, 30 cfs; Maloit Park Diversion, 30 cfs; Lower Cross Creek Diversion, 50 cfs. The rate for each exchange will be limited to the diversion capacity described for each of the exchange diversion points. The downstream terminus of the Storage Exchange is the confluence of Cross Creek and the Eagle River; the upstream termini of the Storage Exchange are Ginn Eagle River Diversion No. 1 on the Eagle River, Turkey Creek Reservoir No. 2 on Turkey Creek, Willow Creek Reservoir No. 1 on Willow Creek, and Bolts Ditch on Cross Creek. Eagle River Contract Exchange: The Eagle River Contract Exchange will exchange fully-consumable water made available by contract with the River District or other appropriate entity from the Eagle Park Reservoir Project, into storage in any one or combination of the structures for Augmentation Water Rights identified above. For the exchange to Bolts Lake, Cross Creek Reservoir and Highlands Reservoir, the downstream terminus of the exchange is the confluence of the Eagle River and Cross Creek, and the upstream termini are the points of diversion into storage at Bolts Lake, Cross Creek Reservoir and Highlands Reservoir. For the exchange to Willow Creek Reservoir Nos. 1 and 2, the downstream terminus of the exchange is the confluence of the Eagle River and Willow Creek, and the upstream termini are the points of diversion into storage at the Willow Creek Reservoirs. For the exchange to Turkey Creek Reservoir Nos. 1 and 2, the downstream terminus of the exchange is the confluence of the Eagle River and Turkey

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Creek and the upstream termini are the points of diversion into storage at the Turkey Creek Reservoirs. The maximum rate of the Eagle River Contract Exchange is 20 cfs, conditional. This Eagle River Contract Exchange is separate from the Augmentation Exchange using water from the Eagle Park Reservoir Project. Colorado River Contract Exchange: The Colorado River Contract Exchange will exchange fully-consumable water made available by contract with the River District from Wolford Mountain Reservoir and/or Ruedi Reservoir, into storage in any one or combination of the structures for the Augmentation Water Rights identified above. The downstream terminus for the exchange of Wolford Mountain Reservoir releases is the confluence of the Eagle River and the Colorado River. The downstream terminus for the exchange of Ruedi Reservoir releases is the confluence of the Roaring Fork River and Colorado River. The upstream termini of the Colorado River Contract Exchange are any combination of the points of diversion for the Augmentation Water Rights identified above. The maximum rate of the Colorado River Contract Exchange is 20 cfs, conditional. This Colorado River Contract Exchange is separate from the Augmentation Exchange using water from Wolford Mountain Reservoir and/or Ruedi Reservoir. (47 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 13. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW226 Summit County, Blue River. APPLICATION FOR APPROPRIATIVE RIGHTS OF EXCHANGE. Board of County Commissioners of Summit County (“Summit County”) c/o Charles B. White, Esq., Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, Colorado 80202, (303) 825-1980. Name of exchanges: Summit County Old Dillon Reservoir Exchanges. Description of exchanges: Pursuant to §§ 37-80-120, 37-83-104 & 37-92-302(1)(a), C.R.S., Applicant seeks to adjudicate conditional appropriative rights of exchange (the “Exchanges”) whereby water in storage that is available to the Applicant pursuant to various agreements is delivered to the Blue River in order to supply downstream appropriators, and an equivalent amount of water is diverted at the headgate of the Dillon Ditch on Salt Lick Gulch, tributary to the Blue River, for storage in an enlarged Old Dillon Reservoir, as more fully described herein. Location of structures and exchange reach: A. Upstream terminus: The upstream terminus of the Exchanges is the point of diversion for the Dillon Ditch, located on the south bank of Salt Lick Gulch at a point whence the SE corner of Section 14, T.5S., R.78W. of the 6th P.M. bears South 81º58' East 1832 feet. B. Downstream terminus: The downstream terminus of the Exchanges is the confluence of Salt Lick Gulch and the Blue River, in the SW1/4 SE1/4 of Section 12, T.5S, R.78W. of the 6th P.M., Summit County, Colorado, at a point approximately 995 feet from the south line and 2305 feet from the east line of said Section 12. C. Old Dillon Reservoir: The exchanged water diverted at the Dillon Ditch headgate will be stored in Old Dillon Reservoir, located in the SW1/4 SE1/4 and SE1/4 SW1/4 of Section 13, T.5 S., R.78W. of the 6th P.M., in Summit County, Colorado. Water and water rights used for substitution/replacement: The substitute/replacement source for the Exchanges is water from three sources: A. Water stored in Clinton Gulch Reservoir, pursuant to Applicant’s shares in the Clinton Ditch & Reservoir Company. Initially decreed by the District Court in and for Water Division No. 5 in Case No. W-2559 for 4,250 acre feet for industrial, domestic, irrigation, recreation, and fish and wildlife propagation uses, and subsequently decreed in Case No. 92CW65 for an enlarged use and second filling for domestic, municipal, irrigation, industrial, snowmaking, recreation, fish and wildlife propagation, and augmentation purposes. The Clinton Gulch Reservoir is operated pursuant to and entitled to the benefits of the Clinton Reservoir-Fraser River Water Agreement dated July 21, 1992 (the “Clinton Agreement”) between Summit County, the City and County of Denver, acting by and through its Board of Water Commissioners (“Denver”), and other parties. The source of Clinton Gulch Reservoir is Clinton Creek, tributary to Ten Mile Creek, a tributary of the Blue River, and the dam is located at a point in the SW1/4 NW1/4 of Section 25, T. 7 S., R. 79 W., 6th P.M., at a point whence the North quarter corner of said Section 25 bears N. 33º51'50" E. 2840.44 feet. As the owner of 1,550 shares of stock in the Clinton Ditch & Reservoir Company, Summit County is entitled to the annual release of 155 acre feet of water from Clinton Gulch Reservoir. B. Water stored in Dillon Reservoir, to which the Applicant may be entitled to pursuant to an agreement dated September 18, 1985 between Summit County and Denver, as amended. Decreed by the District Court of Summit County, Water District No. 36, in Civil Action Nos. 1805 and 1806, dated March 10, 1952, and confirmed by the United States District Court for the District of Colorado in Consolidated Case Nos. 2782, 5016 and 5017, dated October 12, 1955, in the amount of 252,678 acre feet for irrigation and municipal uses, including domestic use, mechanical use, manufacturing use, fire protection, street sprinkling, watering of parks, lawns and grounds. The sources of Dillon Reservoir are the Blue River, the Snake River, and Ten Mile Creek, all tributaries of the Colorado River. A refill right for the Dillon Reservoir was adjudicated in Case No. 87CW376, District Court in and for Water Division No. 5, dated February 13, 1997, in the amount of 175,000 acre feet for all municipal uses, including domestic use, mechanical use, manufacturing use, fire protection, street sprinkling, watering of parks, lawns and grounds, and flood control. C. Water stored in the “West Slope Account” of the Upper Blue Reservoir, to which Applicant may be entitled to pursuant to the terms of both (i) the May 15, 2003 Memorandum of Agreement between, Applicant, Colorado Springs

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Utilities, and other parties, and (ii) one or more contracts between Applicant and the Colorado River Water Conservation District. Appropriation: A. Date: December 11, 2007. B. How appropriation was initiated: By formation of the requisite intent to appropriate the storage right requested herein and completion of substantial steps in furtherance of such intent, including, but not limited to, approval of a resolution by the Board of County Commissioners of Summit Count evincing their intent to appropriate the appropriative rights of exchange which are the subject of this application. C. Date water applied to beneficial use: N/A. Amount: 8 c.f.s.,conditional. Uses: The water diverted by exchange will be used for municipal, domestic, commercial, irrigation, industrial, snowmaking, augmentation, replacement, exchange, recreation, piscatorial, wildlife watering, and all other beneficial uses, with the right of reuse, successive use, and disposition to extinction. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: The Dillon Ditch and Old Dillon Reservoir are located on land owned by the United States Forest Service, Dillon Ranger District, P.O. Box 620, Silverthorne, CO 80498. WHEREFORE, Applicant respectfully requests that the Court enter a decree granting this application and awarding the conditional appropriative rights of exchange described herein, and granting such other relief to Applicant as the Court deems just and proper. (5 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 14. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW227 APPLICATION FOR CHANGE OF WATER RIGHT DISTRICT COURT, WATER DIVISION 5 COLORADO 109 8th St., #104 Glenwood Springs, CO 81601 Concerning The Application For Water Rights Of THE COLORADO WATER CONSERVATION BOARD, IN EAGLE COUNTY, COLORADO. Susan J. Schneider, First Assistant Attorney General, 1525 Sherman Street, 5th Floor Denver, CO 80203 (303) 866-5046 Case No: 07CW227, Water Division: 5. APPLICANT: Colorado Water Conservation Board 1313 Sherman Street, Room 721 Denver. CO 80203. SUMMARY OF APPLICATION Applicant, the Colorado Water Conservation Board (the “Board”) acquired the Hat Creek Ditch water right from the Colorado Water Trust by means of an acquisition agreement dated 2007 (the “Acquisition Agreement”). The Board proposes to change the use of the Hat Creek Ditch to allow the rights to be used for instream flow purposes exclusively by the Board, pursuant to C.R.S. section 37-92-102(3), to preserve the natural environment to a reasonable degree on the reach of Hat Creek from the headgate of the Hat Creek Ditch down to East Brush Creek, and on East Brush Creek to the confluence with Brush Creek. DESCRIPTION OF WATER RIGHTS TO BE CHANGED A. Name of Structure: Hat Creek Ditch; B. From Previous Decree: 1. Date Entered, Case No., Court: July 17, 1916, Civil Action No. 673, by the District Court in and for Eagle County, Colorado, 2. Decreed Point of Diversion: On the south bank of Hat Creek at a point whence the Southwest ¼ corner of Section 22, Township 6 South, Range 83 West of the 6th P.M., bears South 67˚ 45’ East 1,200 ft., in Eagle County, Colorado. 3. Actual Point of Diversion: On the south bank of Hat Creek at a point in Section 22, Township 6 South, Range 83 West of the 6th P.M., at latitude 39º 30' 44" N, longitude 106º 41' 16" W, approximately 468 feet from the South Section Line and 1452 feet from the West Section Line (UTM: 354908 Easting, 437481 Northing). 4. Source: Hat Creek, tributary to East Brush Creek, tributary to Brush Creek, tributary to the Eagle River. 5.Appropriation Date: March 6, 1914 6. Amount 2.0 cfs, absolute 7. Historical Use: Water was historically diverted from Hat Creek to irrigate approximately 22 acres of land. C. Map Showing Location of the Rights: A map of the Hat Creek Ditch and surrounding vicinity is attached hereto as Exhibit 1. IV . DESCRIPTION OF PROPOSED CHANGE OF WATER RIGHT A. Historic Use: The Hat Creek Ditch water right was historically diverted from Hat Creek at the Hat Creek Ditch headgate, described above, to irrigate approximately 22 acres of land located in Section 22, Township 6 South, Range 83 West of the 6th P. M. and shown on the map attached as Exhibit 2. B. Description of New Use: The Board seeks the right to change the use of the Hat Creek Ditch water right from irrigation uses to instream flow use exclusively by the Board, pursuant to C.R.S. section 37-92-103(3), within Hat Creek and East Brush Creek. Water used under this change of use will be in addition to any water to which the Board would otherwise be entitled pursuant to its existing decreed instream flow water rights on Hat Creek and East Brush Creek. C. Location of New Point of Diversion: The Board will not divert the Hat Creek Ditch water rights, but will use the rights to preserve the natural environment to a reasonable degree within segments of Hat Creek and East Brush Creek located downstream of the Hat Creek Ditch headgate, as is more fully described below. D. Location of New Use: The Board seeks to use the Hat Creek Ditch water right for instream flow purposes in the following stream reaches: 1. Hat Creek. The reach of Hat Creek from the headgate of the Hat Creek Ditch, downstream approximately 0.42 miles to the confluence with East Brush Creek. 2. East Brush Creek: The reach of East Brush Creek from the confluence with Hat Creek downstream approximately 4.7 miles to the confluence with Brush Creek. Remarks: The Hat Creek Ditch water right was historically diverted at the Hat

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Creek Ditch headgate for use to irrigate approximately 22 acres of land adjacent to East Brush Creek. The location of the land irrigated via the Hat Creek Ditch indicates that the irrigation return flows likely accrued to East Brush Creek, with the water diverted through the Ditch being nearly 100% depletive to Hat Creek. Accordingly, the Board claims the right to use the full amount of the Hat Creek Ditch water rights for instream flow purposes in the reach of Hat Creek located downstream of the Hat Creek Ditch headgate down to the confluence with East Brush Creek, and the historical consumptive use portion of the Hat Creek Ditch water right for instream flow purposes in the reach of East Brush Creek from the confluence with Hat Creek down to the confluence with Brush Creek. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 15. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW228 RIO BLANCO COUNTY - APPLICATION FOR WATER RIGHTS (SURFACE) - 1. Name, address, telephone number of applicant: United States of America, c/o Thomas R. Graf, Special Assistant United States Attorney, Office of the Solicitor, U.S. Department of the Interior, Rocky Mountain Region, 755 Parfet St., Suite 151,Lakewood, CO 80215, Telephone (303) 231-5353, extension 551 2. Name of structure: Brush Hole Spring 3. Location of each point of diversion: Located on public lands in the NW/4 NW/4 NW/4, Section 31, T1S R94W, Sixth P.M., approximately 20 feet south of the north section line and 600 feet east of the west section line. 2343856mE 4424250mN NAD 27, Zone 13. 4.Source: Unnamed tributary to Sheep Creek/White River. 5. A. Date of appropriation: 06/12/1934. B. How appropriation was initiated: BLM authorized use of the water sources and their associated water sources by grazing permittees. C. Date water applied to beneficial use: 06/12/1934. 6.Amount claimed: 0.0022 cfs, absolute 7. Uses: Livestock watering. The spring provides water for a herd of up to 60 cattle on Brush Hole Allotment 06020. Name(s) and address(es) of owner(s) of land on which point of diversion and place of use(s) is (are) located: United States Department of the Interior, Bureau of Land Management, White River Field Office, 220 E. Market Street, Meeker, CO 81641. 9. 8. Remarks: The BLM is in the process of authorizing the redevelopment of this spring source. (5 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 16. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW229 West Divide Water Conservancy District, c/o Janet Maddock, Secretary, P.O. Box 1478, Rifle, CO 81650, c/o Olszewski, Massih & Maurer, P.C., P.O. Box 916, Glenwood Springs, CO 81602. Please direct all correspondence, motions and pleadings to the attorneys for the Applicant. APPLICATION FOR APPROVAL OF PLAN FOR UGMENTATION AND CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE. Garfield, Pitkin, Summit and Eagle Counties. Rifle Creek and Elk Creek Tributary to the Colorado River. Applicant seeks approval of a plan to augment depletions from various wells and surface diversions within Applicant’s Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas. West Divide operates an existing “umbrella” augmentation plan under which it replaces out-of-priority depletions resulting from the operation of certain structures within a specified geographical area. West Divide seeks to expand the geographical area within which it can operate its umbrella augmentation plan. A portion of the expanded area, referred to as the Silt Mesa Service Area, is the subject of Case No. 05CW296. The additional expanded area that is the subject of this Application is referred to herein as the Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas, and can be generally described as an area lying north of the Colorado River and extending generally along Rifle Creek from the confluence of the Colorado River and Rifle Creek (excluding the Town of Rifle) to Rifle Gap Reservoir, along East Rifle and Dry Rifle Creeks and Main Elk Creek from Rifle Gap Reservoir to New Castle, Colorado. A map depicting Applicant’s Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas is attached as Exhibit A and incorporated herein by this reference. The plan for augmentation and appropriative rights of exchange described herein shall be owned and operated by West Divide. The within Application seeks to augment depletions from current and future structures located within Applicant’s Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas. Augmentation water will be provided directly and by exchange to structures within the Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas via releases from Ruedi, Wolford Mountain and/or

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Green Mountain Reservoirs. Strict accounting and reporting requirements will be implemented to ensure proper administration by the State and Division Engineers. Notice of individual structures to be augmented shall be provided at least annually to the Division Engineer’s Office for Water Division No. 5. Further notice of the structures covered by Applicant’s umbrella augmentation plan shall be made in subsequent diligence cases related to Applicant’s conditional appropriative rights of exchange claimed below. This Application includes several conditional appropriative rights of exchange within Applicant’s Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas between the Colorado River and the outer boundary of the Service Areas and includes specific points of diversion for wells, surface water rights, and reservoirs to be covered by Applicant’s plan for augmentation. CLAIM FOR APPROVAL OF PLAN FOR AUGMENTATION. Structures to be augmented: Wells, surface water rights, and reservoirs located in Applicant’s Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas. Water rights to be used for augmentation: Ruedi Reservoir, Green Mountain Reservoir and Wolford Mountain Reservoir under the water rights described below. In some cases, the water released from these structures will be exchanged to the point of depletion; in some cases, such water will be diverted from the Colorado River and delivered to calling structures. Ruedi Reservoir. Source: Frying Pan River, tributary to Colorado River. Legal Description: On-channel reservoir located in Sections 7, 8, 9, 11, and 14 through 18, Township 8 South, Range 84 West, 6th P.M. Adjudication date: July 20, 1958. Appropriation date: July 29, 1957. Case No.: C.A. 4613. Court: Garfield County District Court. Decreed Amount: 102,369 acre feet. Uses: Generation of electric energy, domestic, municipal, piscatorial, industrial, irrigation and stock watering. Remarks: Applicant, West Divide, has an interest in 600 acre feet of water from Ruedi Reservoir pursuant to Contracts between West Divide and the Bureau of Reclamation. West Divide may increase the amount of Ruedi Reservoir water under contract with the Bureau of Reclamation and may add any additional Ruedi water to this augmentation plan. Green Mountain Reservoir. Source: Blue River, tributary to Colorado River. Legal Description: Located approximately 16 miles Southeast of the Town of Kremmling, Colorado in all or parts of Sections 11 through 15 and 24 of Township 2 South, Range 80 West, and in Sections 17 through 21, 28, 29 and 34, Township 2 South, Range 79 West, 6th P.M. Adjudication date: October 12, 1955. Appropriation date: August 1, 1935. Case Nos.: 2782, 5016 and 5017. Court: U.S. District Court, District of Colorado. Decreed Amount: 154,645 acre feet. Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled “Manner of Operation of Project Facilities and Auxiliary Facilities” in Senate Document 80. Remarks: Applicant, West Divide, has an interest in 200 acre feet of water from Green Mountain Reservoir pursuant to Contract Number 8-07-60-W0726, dated October 21, 1998, between West Divide and the Bureau of Reclamation. West Divide may increase the amount of Green Mountain Reservoir water under contract with the Bureau of Reclamation and may add any additional Green Mountain water to this augmentation plan. Wolford Mountain Reservoir. The Colorado River Water Conservation District owns and operates Wolford Mountain Reservoir (f/k/a Gunsight Pass Reservoir) which has the following water rights: Case No. 87CW283: Decree Date: November 20, 1989. Legal description of place of storage: The dam is located in the SW1/4 of the NE1/4 of Section 25, T. 2 N., R. 81 W., 6th P.M. The intersection of the dam axis with the right abutment will occur at a point which bears W. 54�54'20" E. a distance of 3,716.46 feet from the NW Corner of said Section 25. Source: Muddy Creek and its tributaries. Amount: 59,993 acre feet conditional; of this amount, 32,986 acre feet were made absolute for piscatorial and recreational uses by decree entered in Water Court Case No. 95CW251. Appropriation Date: December 14, 1987. Use: All beneficial uses, including but not limited to domestic, municipal, agricultural and recreational uses, which uses satisfy the requirements of the Windy Gap Settlement made with the Municipal Subdistrict of the Northern Colorado Water Conservancy District; use to meet the water requirements of the inhabitants of the River District for all uses, including uses in the Middle Park area; and use to meet the terms of a lease agreement executed March 3, 1987 between the River District and the City and County of Denver. Case No. 95CW281: Decree Date: August 26, 1997. Legal description of place of storage: The dam is located in the SW1/4 of the NE1/4 of Section 25, T. 2 N., R. 81 W., 6th P.M. The as-built intersection of the dam axis (Sta. D19+35.61) with the West Access Road (Sta. WR50+55.05), as shown on the Colorado River Water Conservation District, Wolford Mountain Project, Ritschard Dam construction drawing "Dimensional Dam Layout" sheet 8 of 94, occurs at a point which bears S. 53�24'56" E. a distance of 3,395.51 feet from the NW Corner of said Section 25; the bearing of said dam axis from Sta. 19+35.61 to Sta. 0+00 being S. 75� 28' 29" E. Source: Muddy Creek and its tributaries. Amount: 6,000 acre feet conditional. Appropriation Date: January 16, 1995. Use: All beneficial uses by and for the benefit of the inhabitants of the Colorado River Water Conservation District, including but not limited to domestic, municipal, industrial, irrigation, agricultural, piscatorial and recreational; such uses will include environmental mitigation, including environmental mitigation requirements associated with the Wolford Mountain Project; such uses will be made directly or by substitution, augmentation, or exchange. None of the water stored in the exercise of the right will be delivered directly or by exchange, substitution, or otherwise for use outside of Colorado Water Division No. 5. Case No. 98CW237: Decree Date: July 6, 2000. Legal Description of place of storage: Same as for 95CW281. Source: Muddy Creek and its tributaries. Amount: 30,000 acre feet conditional with 15,895 AF being absolute for recreational and piscatorial and flood control. Appropriation Date: November 17, 1998. Use: Certain of the beneficial uses previously adjudicated for Wolford Mountain Reservoir in Case No. 87CW283, District Court for Colorado Water Division No. 5 (November 20, 1989 Judgment and Decree), and Case No. 95CW281, District Court for Colorado Water Division No. 5 (August 26, 1997 Judgment and Decree). 87CW283: The reservoir will be used to satisfy the requirements of the Windy Gap Settlement made with the Municipal Subdistrict of the Northern Colorado Water Conservancy District. This will involve all uses, including but not limited to domestic, municipal, agricultural, and recreational uses. The reservoir will also be used to meet the water requirements of the inhabitants of the River District for all uses, including uses in the Middle Park area. 95CW281: All beneficial uses by and for the benefit of the inhabitants of the Colorado River Water Conservation District,

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including but not limited to domestic, municipal, industrial, irrigation, agricultural, piscatorial and recreational; such uses will include environmental mitigation, including environmental mitigation requirements associated with the Wolford Mountain Reservoir Project; such uses will be made directly or by substitution, augmentation, or exchange. Remarks: The Refill Right described herein will be exercised to provide supply for the Western Slope uses of water from Wolford Mountain Reservoir described above, including flood control, other operational purposes, and environmental mitigation and enhancement for the benefit of uses within the District. The Refill Right will not be used in conjunction with the Reservoir capacity (24,000 a.f.) which is allocated for the supply of water to the Denver Board of Water Commissioners under the River District’s contractual relationship with Denver, or the Reservoir capacity (6,000 AF) which is allocated for Colorado River endangered fish releases. Remarks: Any use of Wolford Mountain Reservoir shall be pursuant to West Divide having in force a water allotment contract from the Colorado River Water Conservation District. West Divide currently has a contract in place for 10 acre feet of the River District’s Colorado River water supplies, which includes Wolford Mountain Reservoir. Statement of Plan for Augmentation. (Colorado River and Silt Interconnect Exchanges). This umbrella plan for augmentation, including exchange, augments the out-of-priority depletions associated with various structures located in the Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas. These three service areas are adjacent to the Silt Mesa Service Area that is the subject of Case No. 05CW296, generally described as that area north of the Colorado River and south of the Grand Hogback, and all tributaries thereto, located between a downstream point on the bank of the Colorado River that is 2,540 feet south of the north section line and 1,005 feet west of the east section line of Section 15, T.6S., R.93W. of the 6th P.M. and an upstream point on the bank of the Colorado River that is 1,890 feet south of the north section line and 4,940 feet east of the west section line of Section 11,T.6S., R.92W. of the 6th P.M. The Lower Rifle Creek Service Area is described as that area north of the Colorado River and south of the Rifle Gap Reservoir, and tributaries thereto, located between a downstream point on Rifle Creek that is 2,036 feet south of the north section line and 240 feet west of the east section line of Section 17, T.6S., R.93W. of the 6th P.M. and an upstream point on the bank of Rifle Gap Reservoir that is 3,188 feet south of the north section line and 2,590 feet west of the east section line of Section 7, T.5S., R.92W. of the 6th P.M. The Lower Rifle Creek Service Area includes: 1) portions of Sections 31 and 32 within T.4S., R.93W. of the 6th P.M., 2) portions of Sections 34, 35 and 36 within T.4S., R.94W. of the 6th P.M., 3) portions of Sections 7, 8, 9, 16, 20, 21, 29 and 32, and all of Sections 17, 18, 19, 30 and 31 within T.5S., R.92W. of the 6th P.M., 4) portions of Sections 2, 3, 4, 5, 6, 7, 11, 12, 18, 19, 20, 28, 29, 30, 31 and 32, and all of Sections 8, 9, 10, 13, 14, 15, 16, 17, 21, 22, 23, 24, 25, 26, 27, 33, 34, 35 and 36 within T.5S., R.93W. of the 6th P.M., 5) portions of Sections 1, 2, 3, 11, 12, 25 and 36 within T.5S., R.94W. of the 6th P.M., 6) portions of Sections 2, 3, 5, 6, 8, 9, 10, 16 and 17 within T.6S., R.93W. of the 6th P.M. and 7) portions of Sections 1, 2 and 3 within T.6S., R.94W. of the 6th P.M., as generally depicted on Exhibit A, attached to the Application. The Upper Rifle Creek Service Area is described as that area north of the Grand Hogback, south of the Rifle Falls Fish Hatchery, northeast of the Rifle Gap Reservoir and northwest of the Grass Valley Reservoir, and tributaries thereto, located between a downstream point on the bank of Rifle Gap Reservoir that is 1,500 feet south of the north section line and 3,175 feet of west of the east section line of Section 8, T.5S., R.92W. of the 6th P.M. and an upstream point on East Rifle Creek that is 870 feet south of the north section line and 1,180 feet west of the east section line of Section 27, T.4S., R.92W. of the 6th P.M. The Upper Rifle Creek Service Area includes: 1) portions of Sections 22 and 27, and all of Sections 34 and 35 within T.4S., R.92W. of the 6th P.M. and 2) portions of Sections 1, 5, 6, 7, 8, 9, 11, 12, 14, 15 and 16, and all of Sections 2, 3, 4 and 10 within T.5S., R.92W. of the 6th P.M., as generally depicted on Exhibit A. The Elk Creek Service Area is described as that area north of the Grand Hogback, and tributaries thereto, located between a downstream point on the West Elk Creek that is 4,190 feet south of the north section line and 0 feet west of the east section line of Section 16, T.5S., R.91W. of the 6th P.M. and an upstream point on an unnamed tributary that is 0 feet south of the north section line and 3,543 feet west of the east section line of Section 1, T.5S., R.92W. of the 6th P.M. The Elk Creek Service Area includes: 1) portions of Sections 19, 20, and 21 and all of Sections 4, 5, 6, 7, 8, 9, 16, 17 and 18 within T.5S., R.91W. of the 6th P.M. and 2) portions of Sections 1, 11, 12, 14, 23 and 24 and all of Section 13 within T.5S., R.92W. of the 6th P.M., as generally depicted on Exhibit A. Augmentation water for calling structures within the Lower Rifle Creek, Upper Rifle Creek and Elk Creek Service Areas will be provided via releases of water from Ruedi, Wolford Mountain and/or Green Mountain Reservoirs . The depletions associated with the diversions at the alternate points of diversion within the Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas will be based upon the following assumptions: Irrigation. Water requirements associated with irrigation have been determined from a modified Blaney-Criddle assessment adjusted for precipitation and temperature conditions at varying elevation zones (Table 1 of the application). Irrigation efficiency of 70% will be assumed for all sprinkler irrigation applications. Domestic In-house Use. In-house diversions for single and multi-family residences will be 300 gallons per day per residence. Consumptive water use will be 15% for non-evaporative ISDS systems and 5% for central wastewater treatment systems. Livestock. Consumptive use for horses, cows and other types of livestock will be 11 gallons per day per animal. Evaporation. Replacement water for evaporation from ponds or other water surfaces will vary by elevation zone and will be determined by Applicants and the Division Engineer’s Office. Office Buildings. Water use for office buildings will be based on 20 gallons per capita per day. Consumptive water use will be 15% for non-evaporative ISDS systems and 5% for central wastewater treatment systems. Water Hauling. All water hauled for commercial and industrial purposes is assumed to be 100% consumptive. Other Uses. Water requirements for other uses, including commercial and industrial, will be determined on a case-by-case basis. These case-by-case water use estimates will be subject to review and approval by the Division Engineer. Delayed Depletions from Ground Water Diversions. The amount of stream depletion will be calculated using delayed depletion factors and delayed return flow factors based on a Glover analysis of well diversions. Wells are grouped in six separate categories based on location and aquifer. The

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delayed depletion factors for each category are presented in Table 2 of the Application. Transit Losses. Transit losses of 5% will be applied to all releases from Ruedi, Wolford Mountain and/or Green Mountain Reservoir. Applicant, West Divide, will provide detailed accounting of diversions and depletions to the State and Division Engineers as required by the State and Division Engineers to administer the within augmentation plan. Measuring devices will be required for all surface and groundwater diversions. Names and addresses of owners or reputed owners of land upon which augmentation structures are located: Ruedi Reservoir and Green Mountain Reservoir: United States Department of Interior, Bureau of Reclamation, Eastern Colorado Area Office, 11056 West County Road 18E, Loveland, CO 80537-9711; Wolford Mountain Reservoir, Colorado River Water Conservation District, 201 Centennial St., Suite 204, Glenwood Springs, CO 81601. CLAIM FOR CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE. Applicant claims conditional appropriative rights of exchange within its Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas. Applicant shall exchange water released from Ruedi, Wolford Mountain and Ruedi Reservoirs to various points of diversion for wells, surface water rights and reservoirs. The reaches for each exchange are generally between the Colorado River and the outer boundaries of the Elk Creek, Lower Rifle Creek and Upper Rifle Creek Service Areas as identified in the claim for plan for augmentation above. The upper and lower termini of the exchanges and exchange amounts are referenced in Tables 1 and 2 attached to the Application. The amount claimed for each of the 25 separate exchanges claimed herein is up to 1.0 cfs, conditional. The specific points of diversion for wells, surface water rights and reservoirs shall be identified in subsequent applications to make the exchanges absolute and for finding of reasonable diligence on the remaining conditional exchanges. The date of appropriation for Applicant’s exchanges shall be October 1, 2004. The appropriation was initiated by formation of intent to adjudicate the exchanges as claimed herein. At timely intervals as required by statute, Applicant shall file an application for finding of reasonable diligence for the conditional appropriative rights of exchange claimed herein. Approval of the subject Application will not result in injury to any vested or decreed conditional water rights. Wherefore, Applicant requests the Court approve its Application for Plan for Augmentation and Claims for Exchange upon such terms and conditions as are just and proper. (13 pages, plus map and tables). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 17. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW230 Pitkin, Summit and Eagle Counties. Snowmass Creek, tributary of Roaring Fork River; Frying Pan River; and Blue River. Application for Storage Right, Surface Water Rights, Ground Water Right, and Approval of Plan for Augmentation Including Exchange. Michael and Yvonne Silverman (“Applicants”), c/o Lori J.M. Satterfield, Holland & Hart LLP, 555 17th Street, Ste. 3200, Denver, CO 80202. 303-295-8282. Name of structure: Silverman Augmentation Tank. The center of the tank will be located in one of the following alternate locations: (i) In the NW¼ of the SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M., at a point approximately 1,560 feet from the East section line and 1,810 feet from the South section line; (ii) In the NW¼ of the SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M., at a point approximately 1,600 feet from the East section line and 1,600 feet from the South section line. Snowmass Creek, tributary to Roaring Fork River, tributary to Colorado River. The Silverman Augmentation Tank will be filled by: Silverman Spring with a capacity of 15gpm (0.033 cfs) and a point of diversion in the NE¼ of the SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M., at a point approximately 1,070 feet from the East section line and 1,575 feet from the South section line. Silverman Pump and Pipeline with a capacity of 0.25 cfs and a point of diversion in the NW¼ of the SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M., at a point approximately 1,700 feet from the East section line and 1,700 feet from the South section line. Date of initiation of appropriation: December 27, 2007. How appropriation was initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including, but not limited to site investigations and water supply planning by water resources consultants, and filing of this Application, Date water applied to beneficial use: N/A. Amount claimed: 0.8 acre feet active storage, conditional. Use or proposed use: Augmentation, fire protection and the right to fill and refill in priority. Name of structure: Silverman Pump and Pipeline. See location above. Snowmass Creek. Date of initiation of appropriation: August 1, 1986 for irrigation and fire protection; December 27, 2007 for aesthetic, recreation, and to fill and refill the Silverman Augmentation Tank. How appropriation was initiated: For absolute appropriation, by installation of the pump station and pipeline, diversion of water, and application to beneficial use. For conditional appropriation, by formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including, but not limited to site investigations and water supply planning by water resources consultants, and filing of this Application. Date water applied to beneficial use: August 1, 1986 for absolute appropriation; N/A for conditional appropriation. Amount claimed: 0.25 cfs, absolute for irrigation and fire protection; conditional for aesthetic, recreation (including without limitation to fill a hot tub) and to fill and refill the Silverman Augmentation Tank. Use or proposed use: Fire protection, recreation, aesthetic, and to fill and refill the Silverman Augmentation Tank. Irrigation

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of approximately 1.25 acres located in the SE¼ NW¼ SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M. Name of structure: Silverman Spring. The collection structure is located as described above. The spring source is located in the NE¼ of the SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M., at a point approximately 960 feet from the East section line and 1,500 feet from the South section line. Spring tributary to Snowmass Creek. Date of initiation of appropriation: Prior to 1986 for irrigation, fire protection, aesthetic and recreation; December 27, 2007 for fill and refill the Silverman Augmentation Tank. How appropriation was initiated: For absolute appropriation, by construction of collection system, diversion of water, and application to beneficial use for irrigation, aesthetic, fire protection, and recreation purposes; for conditional appropriation, by formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including, but not limited to site investigations and water supply planning by water resources consultants, and filing of this Application. Date water applied to beneficial use: Prior to 1986 for absolute appropriation; N/A for conditional appropriation. Amount claimed: 0.033 cfs (15 gpm), absolute for irrigation, recreation (including without limitation to fill and refill a hot tub), fire protection, and aesthetic purposes; conditional for fill and refill the Silverman Augmentation Tank. Use or proposed use: Aesthetic, recreation, fire protection and to fill and refill the Silverman Augmentation Tank. Irrigation of approximately 0.55 acres located in the SE¼ NW¼ SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M. Name of structure: Silverman Well. The well is located in the NW¼ of the SE¼ of Section 14, Township 9 South, Range 86 West of the 6th P.M., at a point approximately 1,560 feet from the East section line and 1,725 feet from the South section line. Groundwater tributary to Snowmass Creek Date of initiation of appropriation: November 13, 1979. How appropriation was initiated: by original permitting of well (permit no. 111566), construction of well, installation of pump, diversion of water, and application to beneficial use. The well is currently permitted as no. 275581. Date water applied to beneficial use: On or before December 31, 1979. Amount claimed: 0.033 cfs, absolute. Use: Domestic and fire protection. A map generally depicting the location of the above-described Silverman water rights was attached as Exhibit A to the Application. Water rights to be augmented: Silverman Spring and Silverman Pump and Pipeline. Water rights to be used for augmentation: Silverman Augmentation Tank and any of the following water rights made available pursuant to contract with the Basalt Water Conservancy District (“District”). Applicants will enter into a contract with the District before such water rights may be utilized under any decree entered herein: Green Mountain Reservoir; Ruedi Reservoir; Troy Ditch and Edith Ditch; Robinson Ditch. Information from previous decree for Green Mountain Reservoir: Located approximately 16 miles southeast of the Town of Kremmling in Summit County, Colorado, and more particularly in all or parts of Sections 11, 12, 13, 14, 15, and 24 of Township 2 South, Range 80 West, and in Sections 17, 18, 19, 20, 21, 28, 29, and 34, Township 2 South, Range 79 West of the 6th P.M. Blue River, tributary of Colorado River. Adjudication Date: October 12, 1955. Appropriation Date August 1, 1935. Case No.: 2782, 5016, and 5017, United States District Court, District of Colorado. Decreed amount 154,645 acre feet. Decreed Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled "Manner of Operation of Project Facilities and Auxiliary Facilities" in Senate Document 80. Information from previous decree for Ruedi Reservoir: An on-channel reservoir located in Sections 7, 8, 9, 11, and 14 through18, Township 8 South, Range 84 West of the 6th P.M. The reservoir is located in portions of Eagle and Pitkin Counties. Frying Pan River, tributary of Colorado River. Adjudication Date June 20, 1958. Appropriation Date July 29, 1957. Case No.: C.A. 4613, Garfield County District Court. Decreed amount 102,369 acre feet (Originally decreed for 140,697.3 acre feet; reduced to 102,369 acre feet in Case No. W-789-76). By decree of the Water Court in Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the amount of 101,280 acre feet, conditional. In Water Court Case No. 95CW95, 44,509 acre feet was made absolute. Decreed Uses: generation of electric energy, domestic, municipal, industrial, irrigation and stock watering. Information from previous decrees: Troy Ditch: Priority No. 370, Court Case 3082, Adjudication date August 25, 1936, Appropriation date May 01, 1906, decreed amount 5.1 cfs, irrigation, 4.906 cfs remaining for District; Troy Ditch 1st Enlargement: Priority No. 427, Court Case 3082, Adjudication date August 25, 1936, Appropriation date May 1, 1928, decreed amount 10.8 cfs, irrigation, 10.393 cfs remaining for District; Troy Ditch 2nd Enlargement: Priority No. 669, Court Case 4613, Adjudication date June 20, 1958, Appropriation date June 1, 1942, decreed amount 6.2 cfs, irrigation, 5.966 cfs remaining for District; Edith Ditch: Priority No. 353, Court Case 3082, Adjudication date August 25, 1936, Appropriation date May 1, 1904, decreed amount 2.72 cfs, irrigation, 2.410 cfs remaining for District; Edith Ditch 1st Enlargement: Priority No. 673, Court Case 4613, Adjudication date June 20, 1958, Appropriation date July 1, 1946, decreed amount 3.23 cfs, irrigation, 3.148 cfs remaining for District; Troy Ditch Water System aka Lower Headgate, Court Case W-2281, decreed amount 15.50 cfs, irrigation, domestic, municipal, industrial and piscatorial, 14.273 cfs and 412.89 AF remaining for District. In Case No. W-2281, Division 5, the Court decreed that 453 acre feet of annual consumptive-use credits were available to these Troy and Edith ditches, and that 300 acre feet could be stored in an unnamed reservoir. The District owns 412.89 acre feet of the 453 acre feet, and makes the water rights available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. The Troy and Edith augmentation water can be delivered to the Frying Pan, Roaring Fork or Colorado Rivers by by-passing water at the headgate on the Frying Pan River. Information from previous decrees for Robinson Ditch rights: Priority No. 38, Court Case No. 132, decreed amount 5.00 cfs, Adjudication date May 11, 1889; Appropriation date June 15, 1882, 1.21 cfs owned by District; Priority No. 140, Case No. 132, decreed amount 2.50 cfs, Adjudication date May 11, 1889, Appropriation date April 15, 1886, 0.60 cfs owned by District; Priority No. 167, Case No. 132, decreed amount 2.00 cfs, Adjudication date May 11, 1889, Appropriation date November 15, 1886, 0.48 cfs owned by District; Priority No. 212, Case No. 1061, decreed amount 10.70 cfs, Adjudication date December 29, 1903, Appropriation date April 25, 1899, 2.59 cfs owned by District; Priority No. 326, Case No. 3082, decreed amount 20.06 cfs, Adjudication date August 25, 1936, Appropriation date April 25, 1900, 4.85 cfs owned by District. The District owns 441 shares of

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Class 1 stock issued by the Robinson Ditch Company. The said 441 shares equal 24.16% of the total shares and are associated with 9.73 cfs of the 40.26 cfs decreed to the Robinson Ditch. Legal Description of Point of Diversion of Robinson Ditch: as decreed is located on the North bank of the Roaring Fork River one-half mile below the mouth of Sopris Creek in Section 11, T. 8 S., R. 87 West, 6th P.M. Historic Use: Irrigation of approximately 137.2 acres of hay and pasture under the District’s interest in the Robinson Ditch water rights. In Case No. 93CW319, the Court decreed that 360 acre feet of annual consumptive-use credits are associated with said irrigation. In that case, the Court also decreed a change of use of the District’s Robinson Ditch rights to include augmentation. The District makes the credits available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. The purpose of this augmentation plan is to provide replacement water for out-of-priority depletions resulting from irrigation of approximately 1.25 acres within Applicants’ property and evaporation from a hot tub with a surface area of approximately 175 square feet (0.004 acre). The projected annual diversion requirements for these uses is approximately 2.48 acre feet. The projected annual depletion from these uses is approximately 1.99 acre feet. Out-of-priority depletions will be replaced in time, place and amount by contract water made available from the District and, if necessary, releases from the on-site Silverman Augmentation Tank. If on-site water augmentation water is not available from the Silverman Augmentation Tank during the event of a senior valid call on Snowmass Creek, then the said irrigation may be administratively curtailed and the hot tub will not be refilled during the call period. Augmentation of the Silverman Pump and Pipeline and Silverman Spring using water rights available by contract with the District will be accomplished by exercise of a right of exchange, for which Applicants claim a conditional right of exchange described as follows: Lower terminus of exchange reach: The confluence of the Roaring Fork River and the Colorado River located in the SE¼ of the NW¼ of Section 9, Township 6 South, Range 89 West of the 6th P.M., at a point approximately 2,200 feet from the North section line and 2,350 feet from the West section line. Upper terminus of exchange reach: The Silverman Pump and Pipeline and Silverman Spring located as described herein. Amount claimed: 0.01 cfs, conditional, equal to the average daily depletion rate in the peak month. Date of initiation of appropriation: December 27, 2007. How appropriation was initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including, but not limited to site investigations and water supply planning by water resources consultants, and filing of this Application. Operation of the subject plan for augmentation, including exchange, will not result in injury to any other vested or decreed conditional water rights. The water to be provided for augmentation is of a quality and quantity so as to meet the requirements for which the water has been used by senior downstream appropriators, and therefore meets the requirements of C.R.S. § 37-92-305(5). Owner of land upon which any new diversion or storage structure or modification to any existing diversion or storage structure will be constructed: Applicants. (12 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 18. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW231 Mesa County. Uhl Creek, tributary to Buzzard Creek, tributary to Plateau Creek, tributary to Colorado River. Application for Water Rights and for Approval of Plan for Augmentation. Merial Currier VanderLaan (“Applicant”), c/o Lori J. M. Satterfield, Holland & Hart LLP, 555 17th Street, Ste. 3200, Denver, CO 80202. 303-295-8282. Name of structure: Donna Spring and Pipeline Use Enlargement. The point of diversion is located in the NE1/4NW1/4 of Section 35, Township 8 South, Range 93 West of the 6th P.M. at a point whence the North quarter corner of Section 2, Township 9 South, Range 93 West of the 6th P.M. bears South 20°17′ East, 4,495.12 feet. To supplement the location decreed in Case No. 00CW208, Water Division No. 5, the spring is located 2,195 feet from the West line of Section 35 and 1,168 feet from the North line of Section 35. Spring tributary to Uhl Creek, tributary to Middleton Creek, tributary to Buzzard Creek, tributary to Plateau Creek, tributary to Colorado River. Date of initiation of appropriation: August 1, 2005. How appropriation was initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including but not limited to installation of stand pipe on spring pipeline for irrigation use, application of water to beneficial use for irrigation, formation of intent to use water in an additional residence, and filing of this Application. Date water applied to beneficial use: August 1, 2005 for irrigation; n/a for domestic use in an additional residence. Amount claimed: 0.13 cfs, absolute for irrigation, and conditional for domestic use in an additional residence. The Donna Spring and Pipeline was previously decreed in Case No. 00CW208, Water Division No. 5, in the amount of 0.13 cfs, absolute, for domestic purposes in six single-family dwellings, stock watering, and fire protection. By this Application, Applicant seeks to add the uses of irrigation and domestic use in an additional residence to the same 0.13 cfs diversion rate. Thus, total diversions at the spring will not exceed 0.13 cfs under the decree in Case No. 00CW208 and the decree entered herein. Use or proposed use: Domestic use in an additional residence, and irrigation of 500 square feet of lawn and gardens generally located in the N½ of Section 2, Township 9 South, Range 93 West, 6th P.M. Name of structure: Currier Reservoir No. 2 Augmentation Use Enlargement. Located in the SW1/4NE1/4, Section 12, Township 9 South, Range 93 West of the 6th P.M. The dam intersects Sheep

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Creek at a point 1600 feet west of the East section line of said Section 12 and 3200 feet north of the South section line of said Section 12. Sheep Creek, tributary to Buzzard Creek, tributary to Plateau Creek, tributary to the Colorado River. Date of initiation of appropriation: February 1, 2002. How appropriation was initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including but not limited to adjudication of water right for Donna Spring and Pipeline in Case No. 00CW208, consultation with the water commissioner regarding development of augmentation plan, calculation of augmentation requirement for the Donna Spring and Pipeline, and filing of this Application. Date water applied to beneficial use: n/a. Amount claimed: 2.0 acre/feet, annually, conditional. Proposed use: Augmentation of out-of-priority depletions from the Donna Spring and Pipeline under the priority decreed in Case No. 00CW208, and the priority claimed for the Donna Spring and Pipeline Use Enlargement in this case. Augmentation will cover out-of-priority domestic, stock water, and irrigation depletions as described herein. The purpose of this Application is to request approval of a plan for augmentation, including exchange, to replace out-of-priority depletions associated with use of the Donna Spring and Pipeline, and Donna Spring and Pipeline Use Enlargement (collectively, the “Spring”). Water rights to be augmented: Donna Spring and Pipeline Use Enlargement claimed herein. Donna Spring and Pipeline decreed in Case No. 00CW208: Information from previous decree: Legal description: See above. Source: See above. Appropriation date: October 20, 1966. Amount decreed: 0.13 cfs, absolute. Decreed use: Domestic use in six single-family dwellings, stock watering, and fire protection. Water right to be used for augmentation: Currier Reservoir No. 2 Augmentation Use Enlargement claimed herein. Applicant seeks approval of this augmentation plan to augment out-of-priority depletions resulting from beneficial use of the Spring. Augmented uses include domestic purposes in seven single-family dwellings, stock watering for twelve head of stock, and irrigation of 500 square feet of lawn and gardens. The projected annual water requirements for these augmented uses is 2.92 acre feet annually, with an associated consumptive use of 0.58 acre feet annually. The consumptive use is based on these assumptions: (i) wastewater from the domestic uses is treated by septic tank leach field systems, with a 15% rate of consumption; (ii) the water requirement for each residence assumes occupancy of 3.5 persons each using 100 gallons per day; (iii) each of the twelve head of stock will consume 11 gallons of water per day; and (iv) the irrigation efficiency of the irrigation is 80%. Applicant reserves the right to augment fully any out-of-priority depletions from the Spring for the augmented uses. Augmentation is required only in the event of a valid senior call against the Spring. When required, augmentation will be provided by exchange using releases from the Currier Reservoir No. 2 Augmentation Use Enlargement. Operation of the plan for augmentation will require exercise of a right of exchange, for which Applicant claims a conditional right of exchange described as follows: Lower terminus of exchange reach: Confluence of Sheep Creek and Middleton Creek in the SW1/4NW1/4 of Section 12, Township 9 South, Range 93 West, 6th P.M., 1,310 feet from the West line of Section 12, and 2,350 feet from the North line of Section 12. Upper terminus of exchange reach: The exchange extends up Middleton Creek from the lower terminus to the confluence with Uhl Creek thence up Uhl Creek to the Spring. Amount claimed: 0.0004 cfs (or 1.85 gpm), conditional. Date of initiation of appropriation: December 27, 2007. How appropriation was initiated: By formation of requisite intent to appropriate coupled with actions manifesting such an intent sufficient to put third parties on notice, including, but not limited to use of the Spring, site investigation with water commissioner, consultation with water resources consultant, and filing of this Application. Date water applied to beneficial use by exchange: N/A. Operation of the subject plan for augmentation, including exchange, will prevent injury to other vested and decreed conditional water rights. The water to be provided for augmentation is of a quality and quantity so as to meet the requirements for which the water has been used by senior downstream appropriators, and therefore meets the requirements of C.R.S. § 37-92-305(5). Name and address of owner of land upon Which Any New Diversion or Storage Structure, or Modification to Any Existing Diversion or Storage Structure is or Will Be Constructed Upon Which Water is or Will Be Stored: No new diversion or storage structures will be constructed or modified as a result of this Application.(8 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 19. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW232 SUMMIT COUNTY. Applicant: Town of Dillon, 275 Lake Dillon Drive, P.O. Box 8, Dillon, Colorado 80435, 303-629-6342. (Steven P. Jeffers, Esq. and Madoline E.S. Wallace, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, Phone: (303)776-9900). APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE. 2. Name of conditional appropriative rights of exchange: a. Old Dillon Reservoir to Dillon Blue River Intake Exchange No. 2; b. Old Dillon Reservoir to Laskey Gulch Diversion Exchange No. 2; c. Dillon Reservoir to Dillon Ditch Exchange No.1; and d. Dillon Reservoir to Laskey Gulch Diversion Exchange No. 1. 3. Description of exchanges: Pursuant to Sections 37-80-120, 37-83-104, and 37-92-302(1)(a), C.R.S., Applicant seeks to adjudicate appropriative rights of exchange in which water will be delivered to the Blue River to supply the needs of downstream appropriators, and an equivalent amount of water will be diverted from the Blue River or its

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tributaries. 4. Location of structures and exchange reaches: All structures and exchange reaches are located in Summit County. A map showing the general location of the structures and exchange reaches is attached as EXHIBIT A. a. Old Dillon Reservoir to Dillon Blue River Intake Exchange No. 2: The exchange will be located on the Blue River. Water may be delivered from Old Dillon Reservoir to Salt Lick Gulch and then to the Blue River, or directly to the Blue River at Dillon Reservoir. The downstream terminus of the exchange is the confluence of the Blue River and Salt Lick Gulch in the SW ¼ SE ¼ of Section 12, T5S, R78W, 6th P.M. The upstream terminus is the Town of Dillon Blue River Intake, decreed at a point or points within the high waterline of Dillon Reservoir as the Blue River passes through Dillon Reservoir in the S½ SE¼ of Section 7, T5S, R77W, or the S½ SW¼ of Section 8, T5S, R77W, or the N½ NE¼ of Section 17, T5S, R77W, or the N½NE¼ of Section 18, T5S, R77W, all of the 6th P.M. b. Old Dillon Reservoir to Laskey Gulch Diversion Exchange No. 2: The exchange will be located on the Blue River, Straight Creek and Laskey Gulch. Water will be delivered to Salt Lick Gulch and then to the Blue River, or directly to Dillon Reservoir and released to the Blue River. The downstream terminus is the confluence of the Blue River and Salt Lick Gulch described above. The upstream terminus is the Town of Dillon Laskey Gulch Diversion located at a point on the right bank of Laskey Gulch, a tributary of Straight Creek, whence the W ¼ corner of Section 4, T5S, R77W of the 6th P.M. in Summit County, Colorado bears S43°46’55”W a distance of 1457.90 feet. Applicant will also use this exchange to divert water at the Town of Dillon Straight Creek Diversion Point located within the exchange reach at a point on the south bank of Straight Creek whence the SW corner of §4, T5S, R77W, 6th P.M., bears S18°30’W a distance of 2650 feet. c. Dillon Reservoir to Dillon Ditch Exchange No. 1: The exchange will be located on Salt Lick Gulch. Water will be released from Dillon Reservoir into the Blue River and exchanged up Salt Lick Gulch for diversion through the Dillon Ditch. The downstream terminus is the confluence of the Blue River and Salt Lick Gulch described above. The upstream terminus is the headgate of the Dillon Ditch located on the south or right bank of Salt Lick Creek at a point whence the SE corner of Section 14, T 5 S, R 78 W of the 6th P.M. bears S81o58’E 1832 feet. Water may be delivered through the Dillon Ditch for direct use of for storage in Old Dillon Reservoir, including any enlargements. d. Dillon Reservoir to Laskey Gulch Diversion Exchange No. 1: This exchange will occur on Straight Creek and Laskey Gulch. Water will be released from Dillon Reservoir into the Blue River and exchanged up to the Town of Dillon Laskey Gulch Diversion or Town of Dillon Straight Creek Diversion described above. 5. Water and Water Rights to be used for Exchange: The sources of water available to Applicant for exchange currently include, but will not be limited to the following: a. Old Dillon Reservoir First Enlargement: Old Dillon Reservoir First Enlargement was decreed in the amount of 150 acre-feet, conditional, in Case No. 93CW288, District Court, Water Division No. 5 on February 10, 1997. Applicant is currently entitled to participate in up to 20% of the project water rights, which is 30 acre-feet. Old Dillon Reservoir First Enlargement has a decreed filling rate of 10 cfs through the Dillon Ditch described above. The reservoir is located in the in the SW ¼ SE ¼ and SE¼ SW¼ of Section 13, T5S, R78W of the 6th P.M. The source of water is Salt Lick Gulch, a/k/a Salt Lick Creek. The appropriation date is August 24, 1992. The decreed uses are municipal, domestic, irrigation, industrial, snowmaking, augmentation, recreation, and all other beneficial uses. b. Old Dillon Reservoir Second Enlargement: The Summit County Board of County Commissioners (“Summit County”) has filed an application in Case No. 2007CW223 to confirm a conditional water storage right for the Old Dillon Reservoir Second Enlargement in the amount of 60 acre feet per year, to be filled through the Dillon Ditch at a rate of 10 cfs. Water will be stored at the same location described above for the First Enlargement. The appropriation date is December 11, 2007. The proposed uses are municipal, domestic, commercial, irrigation, industrial, snowmaking, augmentation, replacement, exchange, recreation, piscatorial, wildlife watering, and all other beneficial uses, with the right of reuse, successive use, and disposition to extinction. Applicant is currently entitled to participate in up to 20% of that water right, which would be 12 acre-feet. c. Future Dillon Reservoir Water: Pursuant to the agreement dated March 14, 2007, entitled Amendment to the Summit County Agreement and Water User Agreement Pursuant to the Future Dillon Provision of the Clinton Reservoir Agreement, between the City and County of Denver’s Board of Water Commissioners (“Denver Water”), Summit County and Applicant, Applicant is entitled to delivery of up to 32.6 acre-feet per year of “Future Dillon Reservoir Water” as such is described in the Clinton Reservoir-Frasier River Water Agreement of July 21, 1992, which was recorded at the Summit County Clerk & Recorder’s Office at Reception No. 426608 on August 14, 1992. 6. Claimed appropriation dates for exchanges: a. Old Dillon Reservoir to Dillon Blue River Intake Exchange No. 2: December 1, 2004. b. Old Dillon Reservoir to Laskey Gulch Diversion Exchange No. 2: December 1, 2004. c. Dillon Reservoir to Dillon Ditch Exchange No.1: March 14, 2007. d. Dillon Reservoir to Laskey Gulch Diversion Exchange No. 1: March 14, 2007. 7. How appropriations were initiated: a. Old Dillon Reservoir to Dillon Blue River Intake Exchange No. 2 and Old Dillon Reservoir to Laskey Gulch Diversion Exchange No. 2: By forming the requisite intent to appropriate, by negotiating with the United States Forest Service for an easement and a special use permit for the reservoir and the enlargement, by entry into intergovernmental agreements with Summit County and the Colorado River Water Conservation District to identify and evaluate alternatives for enlargement of Old Dillon Reservoir and for project design and permitting, conducting engineering studies, by adopting a resolution to make these appropriations, and by filing the application in this case. b. Dillon Reservoir to Dillon Ditch Exchange No.1 and Dillon Reservoir to Laskey Gulch Diversion Exchange No. 1: By forming the requisite intent to appropriate, by negotiating with Denver Water and Summit County for delivery of “Future Dillon Reservoir Water,” by conducting engineering studies, by adopting a resolution to make these appropriations, and by filing the application in this case. If a claim to make absolute, date water applied to beneficial use: Not applicable. 8. Use or proposed use: All municipal purposes, including domestic, commercial, irrigation, industrial, fire protection, recreation, piscatorial, wildlife watering, lake level maintenance, augmentation, replacement, exchange, and all other municipal uses, including the right of reuse, successive use, and disposition to extinction. 9.

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Names and addresses of owners of the land upon which the subject structures are located: City and County of Denver, Denver Water Board, 1600 W. 12th Avenue, Denver, CO 80204; United States Forest Service, Rocky Mountain Region, 740 Simms St., Golden, CO 80401; United States Forest Service, Dillon Ranger District, P.O. Box 620, Silverthorne, CO 80498. Structures located on Forest Service lands are subject to an easement or a right of way either owned by Applicant or granted to Applicant by special use permits issued by the Forest Service. Applicant has the right to construct the Dillon Blue River Intake on lands owned by Denver Water and to take delivery of water stored in Dillon Reservoir pursuant to agreements with Denver Water. WHEREFORE, Applicant respectfully requests the Court enter a decree finding that Applicant is entitled to the conditional appropriative rights of exchange described herein. (7 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 20. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW233 GRAND COUNTY, COLORADO RIVER, DIVISION NO. 5. Application To Make Absolute. Applicant: Mountain Park Concrete, Inc., 3921 County Road 3, Parshall, CO 80468, Telephone: 970-725-3444. Attorney: Richard P. Daly, Esq., 6000 South Fraser Street, Centennial, CO 80016-4727, Telephone: 303-758-4445. Structure: Mountain Park Concrete Well. Type: Underground water right with augmentation plan. Drainage basin: Fraser River, a tributary of the Colorado River. Appropriation Date: January 26, 2000. Location: The point of diversion is Block 4, Granby West Business Park, located in Section 31, Township 2 North, Range 76 West of the 6th p.m., Grand County, Colorado. Use: Batching of concrete and incidental uses such as washing shoots, mixer trucks and equipment, and 0.05 acres of outside irrigation. Amount made absolute: 10 gpm; 4.0 acre-feet per year. Source of replacement: Middle Park Water Conservancy District. The Application contains a detailed outline of work done toward completion of the appropriation and application of water to a beneficial use. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 21. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW234 GRAND COUNTY, COLORADO RIVER, DIVISION NO. 5. Application for Storage Water Right, Plan for Augmentation and Appropriative Rights of Exchange. Applicant: Loch-N-Vale, LLC, 3921 County Road 3, Parshall, CO 80468, Telephone: 970-725-3444. Attorney: Richard P. Daly, Esq., 6000 South Fraser Street, #4-104, Centennial, CO 80016-4727, Telephone: 303-758-4445. Water Storage Right: Dawson Gulch Spring Pond. Legal Description: NE ¼ of the SE ¼ of Section 36, Township 1 North, Range 79 West of the 6th P.M.. Date of Appropriation: July 10, 1978, corresponding to the date the pond dam was raised to present height. Amount claimed: 3.13 acre-feet, absolute. Active Storage: 1.05 acre-feet; Dead Storage: 2.08 acre-feet. Surface Area: Approx. 0.45 acres when full. Length of Dam: Approx. 180 feet. Use: Storage, irrigation, industrial, recreation, fishery, fire suppression, stock watering. Rate of Filling: Approx. 20 gpm. Source: Dawson Gulch Spring, tributary to the Williams Fork River. Plan for Augmentation: Structure to be augmented: Dawson Gulch Spring Pond, described above. Water Supplies to be used for Augmentation: Water supply contract with the Colorado River Water Conservation District (CWCD) in the amount of 5.0 acre-feet annually. Demands: Out-of-priority storage may occur to replace water withdrawn from the pond for irrigation and industrial use, as well as water lost to surface evaporation. Total storage demands are estimated to be 4.28 acre-feet per year. Replacements: Out-of-priority storage will be replaced by releasing CWCD contract water from Wolford Mountain Reservoir for calls lower on the Colorado River. Should a call occur at a location where said replacements would not prevent injury to senior water right holders, water will cease being withdrawn from the pond and the pond will release water at a rate of approximately 20 gpm until the water level falls below the outlet works. At that point the outlet works will remain open until the call is revoked. Accounting: Irrigation withdrawals, industrial withdrawals, surface evaporation and change in storage volume will be measured on a monthly basis. The percent of time a valid senior call is on during the month will be recorded and applied to the sum of the withdrawals, evaporation, and volume change. This amount is the out-of-priority storage that occurred during the month and will be reported to the Division Engineer so that releases of CWCD contract water may be made to prevent injury to downstream senior water right holders. Appropriative Rights of

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Exchange: Appropriative Rights of Exchange are needed to exchange water released from Wolford Mountain Reservoir to Dawson Gulch Spring Pond described above. Downstream Terminus: Confluence of the Colorado River and Muddy Creek, located in the NW ¼ of the NE ¼ of Section 19, Township 1 North, Range 80 West of the 6th P.M.. Upstream Terminus: Dawson Gulch Spring Pond, described above. Maximum Rate of Exchange: Not to exceed 20 gpm; maximum volume of 5.0 acre-feet annually. Date of Appropriation: December 31, 2007, initiated by filing of application. (15 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 22. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW235 GARFIELD COUNTY AND MESA COUNTY, COLORADO RIVER; AMENDED APPLICATION FOR UNDERGROUND WATER RIGHTS AND FOR APPROVAL OF PLAN FOR AUGMENTATION; 1. Name, Address, and Telephone Numbers of Applicant: #10 Enterprises, L.L.C., High Lonesome Lodge, c/o John R. Pierce, Dufford, Waldeck, Milburn & Krohn, L.L.P., 744 Horizon Court, Suite 300, Grand Junction, CO 81506, (970) 241-5500; I. APPLICATION FOR UNDERGROUND WATER RIGHTS; 2. Name of wells and permit numbers: High Lonesome Augmentation Well Nos. 1 and 2. High Lonesome Augmentation Well No. 1 was constructed in November 2007 under Monitoring and Observation Well Permit #275744; 3. Legal description of wells: The High Lonesome Augmentation Well No. 1 is located in Mesa County in the NW/4 SW/4 of Section 17, Township 8 South, Range 97 West, of the 6th P.M. at a point 750 feet from the west section line and 2,470 feet from the south section line. The High Lonesome Augmentation Well No. 2 has not yet been constructed, but will be located in the NW/4 SW/4 of Section 17, Township 8 South, Range 97 West, of the 6th P.M. at a point 630 feet from the west section line and 2,560 feet from the south section line. A map depicting the location of the Wells is attached to the Application; 4.Source: For both wells, ground water tributary to Roan Creek, tributary to the Colorado River. 5. Depth: Well No. 1, 38 feet; Well No. 2, 40 ft (proposed); 6. Information regarding appropriation: A. Date of initiation of appropriation: March 26, 2007; B. How appropriation was initiated: By formation of intent to appropriate ground water, by field inspection to locate well sites, and by entering into access agreement with owner of land on which wells are/will be located; 7. Amount claimed: 400 gpm per well, conditional; 8. Proposed use: Water from the High Lonesome Augmentation Well Nos. 1 and 2 will be used for augmentation purposes; 9. Name and address of owner of land upon which point of diversion is located: Chevron Shale Oil Company, a Division of Chevron U.S.A., P.O. Box 36366, Houston, TX 77236; II. REQUEST FOR APPROVAL OF PLAN FOR AUGMENTATION; 10. Background: Applicant obtained approval for an augmentation plan to address all out-of-priority depletions associated with its operations in Case No. 02CW195. That augmentation plan utilizes releases from existing reservoirs located on Applicant’s property to offset out-of-priority depletions. The Augmentation Plan requested in this case does not supercede or replace the augmentation plan approved in Case No. 02CW195, but instead supplements it by providing alternative sources of augmentation water. 11. Name of structures to be augmented: The augmentation plan in this case provides an alternative source of augmentation water to offset the 103.18 acre-feet of depletions described in Case No. 02CW195, including depletions from the High Lonesome Spring No. 1, High Lonesome Spring No. 2, Bowen Well No. 1, Rearing Pond No. 1, Crossing Pond, Loveless Pond, LBF Reservoir, Upper Reservoir, Pond Group No. 1, Pond Group No. 2, and Pond Group No. 3; 12. Previous decree for water rights to be used for augmentation: The augmentation plan set forth in this case relies on augmentation water from the High Lonesome Augmentation Well Nos. 1 and 2 to offset out-of-priority depletions with regard to irrigation season calls on Roan Creek. Non-irrigation season calls on the mainstem of the Colorado River (Cameo) will be addressed through water supply contracts from Wolford Mountain Reservoir or Reudi Reservoir. Applicant plans initially to obtain a contract through the Colorado Water Conservation District, but may later seek a comparable contract for Ruedi Reservoir directly from the Bureau of Reclamation. Information regarding the previous decrees for Wolford Mountain Reservoir is attached to the Application. Information regarding the previous decrees for Ruedi Reservoir is attached to the Application.; 13. Statement of plan for augmentation: The augmentation plan in this case will address a local Roan Creek call by pumping up to 400 gallons per minute of water from the High Lonesome Augmentation Well Nos. 1 and 2 (tributary to Roan Creek below the diversion for the Reservoir Ditch) into the Reservoir Ditch. The High Lonesome Augmentation Wells are located less than 100 feet from Roan Creek at a point that is located 3,500 feet downstream of the headgate for the Reservoir Ditch and the Roan Creek No. 2 Ditch (Town Ditch). The Wells are constructed in the alluvium under and immediately adjacent to Roan Creek and, as such, the depletions to the Creek from the Wells will be instantaneous. Under this Augmentation Plan, when a call is placed on Roan Creek, water will be pumped from the wells up into the Reservoir Ditch at a rate commensurate with High Lonesome’s depletions. The monthly depletions for domestic, commercial, irrigation, and evaporation as set forth in Case No. 02CW195, are summarized tables attached to the Application. The monthly depletions quantified in Case No. 02CW195 are not modified by this plan. As under the SWSP, downstream calls on the Colorado River will be addressed through releases from either Wolford Mountain Reservoir or Ruedi Reservoir. When there is a

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Cameo call water will be released commensurate with High Lonesome’s depletions plus an additional 10% to cover transit loss. III. APPLICATION FOR APPROPRIATIVE RIGHT OF EXCHANGE; 14. Name of exchange: High Lonesome Exchange; 15. Location of structures and description of exchange reach: Under the augmentation plan requested in this case, out-of-priority depletions will be addressed through delivery of groundwater tributary to Roan Creek to the Reservoir Ditch and/or through the delivery of water to the mainstem of the Colorado River from Wolford Mountain Reservoir or Ruedi Reservoir. The locations of those structures are described in Exhibits 2 and 3. Applicant requests an appropriative right of exchange extending from the confluence of Roan Creek and the Colorado River (a point in the NE/4 SE/4 of Section 28, Township 8 South, Range 97 West, located 430 feet from the East section line and 1550 feet from the South section line) up to the highest point of depletion addressed through the augmentation plan approved in Case No. 02CW195 (at a point located in the SW/4 SE/4 of Section 23, Township 7 South, Range 100 West, 864 feet from the south section line and 2276 feet from the east section line). A map depicting the exchange reach is attached to the Application. 16. Rate of exchange flow: up to 400 gallons per minute. (13 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 23. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW237 Garfield, Pitkin, Summit and Eagle Counties. Battlement Creek, Tributary to the Colorado River Noble Energy, Inc. c/o Jon Bowman,1625 Broadway, #2000 Denver, CO 80202, c/o Edward B. Olszewski, Esq.Olszewski, Massih & Maurer, P.C. P.O. Box 916 214 8th St., Suite 210 Glenwood Springs, Colorado 81601 Please direct all correspondence, motions and pleadings to the attorneys for the Applicant Background: This Application includes claims for surface water rights, storage rights, change of water rights, and a plan for augmentation, including exchange. The intent of the Application is to provide a water supply for drilling and fracturing of natural gas wells in a manner that reduces or eliminates the need for hauling water through the Battlement Mesa community. FIRST CLAIM FOR SURFACE WATER RIGHTS Name of structure: Noble Battlement Creek Diversion Legal description: The Noble Battlement Creek diversion is located in the SW1/4 of the NE1/4of Section 36, Township 7 South, Range 95 West of the 6th P.M., at a point 2,020 feet south of the north Section line and 2,700 feet east of the west Section line. Source: Battlement Creek, tributary to the Colorado River. Appropriation date: October 19, 2007.How appropriation was initiated: By formation of intent to appropriate water, site investigation and preparation of engineering report. Date water applied to beneficial use: N/A. Amount claimed: 3.0 cfs, conditional (100 gpm, for commercial and industrial; up to 3.0 cfs for pond filling and re-filling when in priority). Uses: Commercial, industrial, pond filling. Name and address of owner of land upon structure is located: Applicant. SECOND CLAIM FOR SURFACE WATER RIGHTS Name of structure: Noble Una Bridge Diversion. Legal description: The Noble Una Bridge Diversion is located at a point located in the NW1/4 SW1/4 of Section 34, T. 7 S., R. 96 W. Of the 6th P.M. 2,580 feet from the south Section line and 745 feet from the west Section line. Source: Colorado River. Appropriation date: October 19, 2007.How appropriation was initiated: By formation of intent to appropriate water, site investigation and preparation of engineering report. Date water applied to beneficial use: N/A. Amount claimed: 150 gpm, conditional. Uses: Commercial and industrial (including water hauling). Name and address of owner of land upon structure is located: Colohan Family Trust, 15393 Via La Gitana, Carmel Valley, CA 93924-9600. THIRD CLAIM FOR SURFACE WATER RIGHTS: Name of structure: Noble Parachute Bridge Diversion. Legal description: The Noble Parachute Bridge Diversion is located in the SW1/4 NE1/4 of Section 13, T. 7 S., R. 96 W. Of the 6th P.M. 3,345 feet from the south Section line and 1,380 feet from the east Section line. Source: Colorado River. Appropriation date: October 19, 2007. How appropriation was initiated: By formation of intent to appropriate water, site investigation and preparation of engineering report. Date water applied to beneficial use: N/A. Amount claimed:150 gpm, conditional. Uses: Commercial and industrial (including water hauling).Name and address of owner of land upon structure is located: Town of Parachute, P.O. Box 100, Parachute, CO 81635-0100. FOURTH CLAIM FOR SURFACE WATER RIGHTS Name of structure: Noble Enlargement of the Eaton Pipeline No. Legal description: The Noble Enlargement of the Eaton Pipeline No. 2 is located in the Northeast 1/4 of the Northwest 1/4 of Section 18, Township 7 South, Range 95 West of the 6th P.M., at a point 1,500 feet east of the west Section line and 450 feet south of the north Section line. Source: Colorado River. Appropriation date: October 19, 2007. How appropriation was initiated: By formation of intent to appropriate water, site investigation and preparation of engineering report. Date water applied to beneficial use: N/A. Amount claimed: 150 gpm, conditional. Uses: Commercial, industrial, pond filling, irrigation of up to 40 acres of land, augmentation (directly and by exchange). Name and address of owner of land upon structure is located: Battlement Mesa Partners, LLC, P.O. Box 6000, Battlement Mesa, CO 81635 Remarks: Applicant’s use of the Noble Enlargement of the Eaton Pipeline No. 2 is contingent upon an agreement between Applicant and the Battlement Mesa Golf Course for Applicant’s use of the Golf Course’s pump and pipeline facilities. If no such agreement is reached, Applicant’s claim for the Noble Enlargement of the Eaton Pipeline No. 2 shall be withdrawn. CLAIM FOR STORAGE WATER RIGHTS Name of Structure: Noble Battlement

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Creek Pond Legal Description: The dam is located in the NE1/4 of the SW1/4 of Section 36, T.7 S., R. 95 W. of the 6th P.M. at point 1,450 feet from the south section line and 1,590 feet from the west section line. Source: Battlement Creek, tributary to the Colorado River. This is an off-channel pond. Rate to fill and re-fill when in priority is 3.0 cfs from the Noble Battlement Creek Diversion. Date of Appropriation: October 19, 2007. How appropriation was initiated: By formation of intent to appropriate water, and site investigation Date water applied to beneficial use: N/A. Amount claimed: 20 acre feet, conditional Uses: industrial, commercial, augmentation. Surface area of high water line: 6.5 acres Maximum height of dam in feet: 9.5 feet Length of dam in feet: 150 Total capacity of reservoir in acre feet: 20 acre feet. Active capacity: 20 acre feet; Dead Storage: 0 acre feet Name and address of owner of land upon structure is located: Applicant. CLAIM FOR CHANGE OF WATER RIGHTS Name of Structure for Which Change is Sought: Huntley Ditch. Information from Previous Decree: Huntley Ditch I. Date Entered: May 5, 1888 II. Case No.: C.A. 89 III. Court: District Court, Garfield County IV. App. Date: March 1, 1885 V. Amount Decreed: 1.67 cfs, absolute VI. Amount owned by Battlement Mesa Partners, LLC: 1.06 cfs Huntley Ditch, First Enlargement I. Date Entered: May 5, 1888 II. Case No.: C.A. 89 III. Court: District Court, Garfield County IV. App. Date: March 10, 1887 V. Amount Decreed: 4.5 cfs, absolute VI. Amount owned by Battlement Mesa Partners, LLC: 2.34 cfs Huntley Ditch, Second Enlargement I. Date Entered: May 5, 1888 II. Case No.: C.A. 89 III. Court: District Court, Garfield County IV. App. Date: January 28, 1888 V .Amount Decreed: 5.0 cfs, absolute VI. Amount owned by Battlement Mesa Partners, LLC: 2.76 cfs Huntley Ditch, Sawin Enlargement I. Date Entered: April 4, 1898 II. Case No.: C.A. 711 III. Court: District Court, Garfield County IV. App. Date: July 29, 1889 V. Amount Decreed: 2.0 cfs, absolute VI. Amount owned by Battlement Mesa Partners, LLC: 1.0 cfs Decreed Point of Diversion for all Huntley Ditch priorities: Headgate located on the southwest bank of Battlement Creek, about two miles from the mouth thereof, in Garfield County. Source: Battlement Creek. Historic Use: Irrigation. Proposed Change: The actual current location of the point of diversion for the Huntley Ditch is at a point in the SE 1/4 of the NW 1/4 of Section 15, T. 7 S., R. 95 W. of the 6th P.M. at a point 1,580 feet from the north Section line and 2,005 feet from the west Section line. Applicant seeks the right to divert up to 100 gallons per minute of Huntley Ditch water at the Noble Battlement Creek Diversion described above for commercial and industrial uses. Applicant also wishes to add augmentation uses to the Huntley Ditch for use in the plan for augmentation described below. Remarks: The Applicant’s use of the Huntley Ditch rights referenced above is contingent upon an agreement between Applicant and the Battlement Mesa Partners, LLC for Applicant’s use of those water rights. If no such agreement is reached, Applicant’s claim for the Change of Water Rights for the Huntley Ditch shall be withdrawn CLAIM FOR APPROVAL OF PLAN FOR AUGMENTATION Plan for Augmentation. Structures to be augmented: Noble Battlement Creek Diversion, Noble Una Bridge Diversion, Noble Parachute Bridge Diversion, and Noble Enlargement of the Eaton Pipeline No. 2. Water rights to be used for augmentation: Ruedi Reservoir, Green Mountain Reservoir, and Wolford Mountain Reservoir, all pursuant to a water allotment contract between Applicant and the West Divide Water Conservancy District, the Huntley Ditch and the Noble Battlement Creek Pond, as described above. Ruedi Reservoir. Source: Frying Pan River, tributary to Colorado River. Legal Description: On-channel reservoir located in Sections 7, 8, 9, 11, and 14 through 18, Township 8 South, Range 84 West, 6th P.M. Adjudication date: July 20, 1958.Appropriation date: July 29, 1957.Case No.: C.A. 4613.Court: Garfield County District Court. Decreed Amount: 102,369 acre feet. Uses: Generation of electric energy, domestic, municipal, piscatorial, industrial, irrigation and stock watering. Remarks: Applicant shall obtain a water allotment contract from the West Divide Water Conservancy District in an amount sufficient to offset out-of-priority depletions associated with diversions at the points of diversion claimed herein. West Divide, has an interest in 600 acre feet of water from Ruedi Reservoir pursuant to Contracts between West Divide and the Bureau of Reclamation. Green Mountain Reservoir. Source: Blue River, tributary to Colorado River.Legal Description: Located approximately 16 miles Southeast of the Town of Kremmling, Colorado in all or parts of Sections 11 through 15 and 24 of Township 2 South, Range 80 West, and in Sections 17 through 21, 28, 29 and 34, Township 2 South, Range 79 West, 6th P.M. Adjudication date: October 12, 1955Appropriation date: August 1, 1935 Case Nos.: 2782, 5016 and 5017.Court: U.S. District Court, District of Colorado. Decreed Amount: 154,645 acre feet.Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled “Manner of Operation of Project Facilities and Auxiliary Facilities” in Senate Document 80.Remarks: Applicant shall obtain a water allotment contract from the West Divide Water Conservancy District in an amount sufficient to offset out-of-priority depletions associated with diversions at the points of diversion claimed herein. West Divide, has an interest in 200 acre feet of water from Green Mountain Reservoir pursuant to Contract Number 8-07-60-W0726, dated October 21, 1998, between West Divide and the Bureau of Reclamation. Wolford Mountain Reservoir. The Colorado River Water Conservation District owns and operates Wolford Mountain Reservoir (f/k/a Gunsight Pass Reservoir) which has the following water rights: Case No. 87CW283: Decree Date: November 20, 1989 Legal description of place of storage: The dam is located in the SW1/4 of the NE1/4 of Section 25, T. 2 N., R. 81 W., 6th P.M. The intersection of the dam axis with the right abutment will occur at a point which bears W. 54̊54'20" E. a distance of 3,716.46 feet from the NW Corner of said Section 25.Source: Muddy Creek and its tributaries Amount: 59,993 acre feet conditional; of this amount, 32,986 acre feet were made absolute for piscatorial and recreational uses by decree entered in Water Court Case No. 95CW251.Appropriation Date: December 14, 1987 Use: All beneficial uses, including but not limited to domestic, municipal, agricultural and recreational uses, which uses satisfy the requirements of the Windy Gap Settlement made with the Municipal Subdistrict of the Northern Colorado Water Conservancy District; use to meet the water requirements of the inhabitants of the River District for all uses, including uses in the Middle Park area; and use to meet the terms of a lease agreement executed March 3, 1987 between the River District and the City and County of Denver. Case No. 95CW281: Decree Date: August 26, 1997 Legal description of place of storage:The dam is located in the SW1/4 of the NE1/4 of Section 25, T. 2 N., R. 81 W., 6th P.M. The as-built intersection of the dam axis (Sta. D19+35.61) with

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the West Access Road (Sta. WR50+55.05), as shown on the Colorado River Water Conservation District, Wolford Mountain Project, Ritschard Dam construction drawing "Dimensional Dam Layout" sheet 8 of 94, occurs at a point which bears S. 53̊24'56" E. a distance of 3,395.51 feet from the NW Corner of said Section 25; the bearing of said dam axis from Sta. 19+35.61 to Sta. 0+00 being S. 75̊ 28' 29" E. Source: Muddy Creek and its tributaries Amount: 6,000 acre feet conditional Appropriation Date: January 16, 1995Use: All beneficial uses by and for the benefit of the inhabitants of the Colorado River Water Conservation District, including but not limited to domestic, municipal, industrial, irrigation, agricultural, piscatorial and recreational; such uses will include environmental mitigation, including environmental mitigation requirements associated with the Wolford Mountain Project; such uses will be made directly or by substitution, augmentation, or exchange. None of the water stored in the exercise of the right will be delivered directly or by exchange, substitution, or otherwise for use outside of Colorado Water Division No. 5.Case No. 98CW237:Decree Date: July 6, 2000.Legal Description of place of storage: Same as for 95CW281.Source: Muddy Creek and its tributaries Amount: 30,000 acre feet conditional with 15,895 AF being absolute for recreational and piscatorial and flood control. Appropriation Date: November 17, 1998 Use: Certain of the beneficial uses previously adjudicated for Wolford Mountain Reservoir in Case No. 87CW283, District Court for Colorado Water Division No. 5 (November 20, 1989 Judgment and Decree), and Case No. 95CW281, District Court for Colorado Water Division No. 5 (August 26, 1997 Judgment and Decree). 87CW283: The reservoir will be used to satisfy the requirements of the Windy Gap Settlement made with the Municipal Subdistrict of the Northern Colorado Water Conservancy District. This will involve all uses, including but not limited to domestic, municipal, agricultural, and recreational uses. The reservoir will also be used to meet the water requirements of the inhabitants of the River District for all uses, including uses in the Middle Park area.95CW281: All beneficial uses by and for the benefit of the inhabitants of the Colorado River Water Conservation District, including but not limited to domestic, municipal, industrial, irrigation, agricultural, piscatorial and recreational; such uses will include environmental mitigation, including environmental mitigation requirements associated with the Wolford Mountain Reservoir Project; such uses will be made directly or by substitution, augmentation, or exchange. Remarks: The Refill Right described herein will be exercised to provide supply for the Western Slope uses of water from Wolford Mountain Reservoir described above, including flood control, other operational purposes, and environmental mitigation and enhancement for the benefit of uses within the District. The Refill Right will not be used in conjunction with the Reservoir capacity (24,000 a.f.) which is allocated for the supply of water to the Denver Board of Water Commissioners under the River District’s contractual relationship with Denver, or the Reservoir capacity (6,000 AF) which is allocated for Colorado River endangered fish releases. Remarks: Applicant shall obtain a water allotment contract from the West Divide Water Conservancy District in an amount sufficient to offset out-of-priority depletions associated with diversions at the points of diversion claimed herein. Any use of Wolford Mountain Reservoir shall be pursuant to West Divide having in force a water allotment contract from the Colorado River Water Conservation District. West Divide currently has a contract in place for 10 acre feet of the River District’s Colorado River water supplies, which includes Wolford Mountain Reservoir. Huntley Ditch, as described above. Noble Battlement Creek Pond, as described above. Statement of Plan for Augmentation. The primary goal of this plan for augmentation is to provide Applicant with 100 gallons of water per minute at the Noble Battlement Creek Diversion claimed herein. This plan will reduce the number of water hauling trucks between the Colorado River and Applicant’s drilling site near the Noble Battlement Creek Diversion, greatly reducing truck traffic on County roads and highways for approximately 9 miles. The secondary goal of this Application is to ensure Applicant has water available for water hauling in the event hauling is necessary. The operation of this plan will prevent injury to other water users. The Noble Battlement Creek Pond will fill when in priority. During the irrigation season, Applicant will divert up to 100 gallons of water per minute at the Noble Battlement Creek Diversion for commercial and industrial uses. The Huntley Ditch rights (owned by Battlement Mesa Partners, LLC, and used on the Battlement Mesa Golf Course) and the Noble Battlement Creek Pond, claimed herein, will be used to augment this amount directly and by exchange. The Huntley Ditch holds the No. 2 priority on Battlement Creek. Huntley Ditch diversions to the Battlement Mesa Golf Course shall be reduced by 100 gallons per minute plus reasonable transit losses to be determined by the Division Engineer’s Office. Water shall be replaced to the Huntley Ditch by pumping water from the Colorado River via the Noble Enlargement of the Eaton Pipeline No. 2 to serve Golf Course lands previously irrigated by the Huntley Ditch. Applicant shall augment diversions via a water allotment contract from the West Divide Water Conservancy District with water from Ruedi, Green Mountain and/or Wolford Mountain Reservoirs. Local augmentation to Battlement Creek may also be made via releases from the Noble Battlement Creek Pond. During the non-irrigation season, Applicant will continue to divert up to 100 gallons of water per minute at the Noble Battlement Creek Diversion. Applicant will replace water to the Huntley Ditch by pumping water from the Colorado River via the Noble Enlargement of the Eaton Pipeline No. 2 to serve lands and uses historically served by the Huntley Ditch. By providing this augmentation replacement supply, Applicant shall be entitled to divert water at its Noble Battlement Creek Diversion so long as the Huntley Ditch is in priority. Applicant shall likewise augment these diversions via a water allotment contract from the West Divide Water Conservancy District. Local augmentation to Battlement Creek may also be made via releases from the Noble Battlement Creek Pond. In the event Applicant is unable to divert water at its Noble Battlement Creek Diversion pursuant to the above plan, Applicant will divert water at its Noble Una Bridge Diversion and Noble Parachute Bridge Diversion points. Applicant will provide direct augmentation to the Noble Una Bridge Diversion, Noble Parachute Bridge Diversion and Noble Enlargement of the Eaton Pipeline No. 2, using releases from Ruedi, Green Mountain and/or Wolford Mountain Reservoirs pursuant to a water allotment contract with the West Divide Water Conservancy District. All water hauled or used by direct diversion for commercial and industrial purposes is assumed to be 100% consumptive. Annual diversions and depletions for purposes of this augmentation plan are

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conservatively estimated at 161.2 acre feet. Transit losses of 5% will be applied to all releases from Ruedi, Wolford Mountain and/or Green Mountain Reservoirs. Applicant has obtained a West Divide water allotment contract in the amount of 170 acre feet to cover these depletions and account for transit losses. Applicant will provide detailed accounting of diversions and depletions to the State and Division Engineers as required by the State and Division Engineers to administer the within augmentation plan. Measuring devices will be required for all surface diversions. Names and addresses of owners or reputed owners of land upon which augmentation structures are located: Ruedi Reservoir and Green Mountain Reservoir: United States Department of Interior, Bureau of Reclamation, Eastern Colorado Area Office, 11056 West County Road 18E, Loveland, CO 80537-9711; Wolford Mountain Reservoir, Colorado River Water Conservation District, 201 Centennial St., Suite 204, Glenwood Springs, CO 81601 Huntley Ditch: Battlement Mesa Partners, LLC, P.O. Box 6000, Battlement Mesa, CO 81635.CLAIM FOR CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE Applicant claims conditional appropriative rights of exchange. Applicant shall exchange water available to the Huntley Ditch and released from Ruedi, Wolford Mountain and/or Ruedi Reservoirs through the Noble Enlargement of the Eaton Pipeline No. 2 to the point of diversion for the Noble Battlement Creek Diversion. The amount claimed for each exchange is up to 150 gallons per minute. The date of appropriation for Applicant’s exchanges shall be October 19, 2007. The appropriation was initiated by formation of intent to adjudicate the exchanges as claimed herein and the preparation of an engineering report. At timely intervals as required by statute, Applicants shall file an application for finding of reasonable diligence for the conditional appropriative rights of exchange claimed herein. Approval of the subject Application will not result in injury to any vested or decreed conditional water rights. Wherefore, Applicant requests the Court approve its Application for Surface Water Rights, Storage Water Right, Change of Water Rights, Plan for Augmentation and Claim for Exchange upon such terms and conditions as are just and proper. (14 pages and map) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 24. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW238 GARFIELD COUNTY-FISHER CREEK TRIBUTARY TO CATTLE CREEK TRIBUTARY TO THE ROARING FORK RIVER. Barbara Hurwitz; 8240 County Rd. 115; Glenwood Springs, CO 81601 (970)945-8973. Little Creek Wells # 1, 2 & 3-Application for Underground Water Rights. Location: Little Creek #1 Well- SW¼SE¼ of Sec. 35, T.6S, R.88W. of the 6th P.M. 900 ft. from the South sec. line and 1,500 ft. from the East sec. line. Appropriation: May 1, 1975. Amount: 15.0 gpm, absolute. Little Creek #2 Well- NE¼NE¼ of Sec. 2, T.7S, R.88W. of the 6th P.M. 950 ft. from the North sec. line and 600 ft. from the East sec. line. Appropriation: Sept. 12, 1999. Amount: 8.0 gpm, absolute. Little Creek #3 Well- SE¼SE¼ of Sec. 35, T.6S, R.88W. of the 6th P.M. 125 ft. from the South sec. line and 60 ft. from the East sec. line. Appropriation: Sept. 12, 1999. Amount: 15.0 gpm, absolute. Uses: fire protection, ordinary household purposes inside not more than 3 single family dwellings, the irrigation of not more than 1 acre of home gardens and lawns and the watering of domestic animals. (36 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 25. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW239 CONCERNING THE APPLICATION FOR CHANGES TO THE WATER RIGHTS OF PUCKETT LAND COMPANY AND PETROLEUM DEVELOPMENT CORPORATION ON PARACHUTE CREEK, TRIBUTARY TO THE COLORADO RIVER, AND THE COLORADO RIVER, IN GARFIELD COUNTY. 1. Name, address and telephone number of Co-applicants: Puckett Land Company (“Puckett”), Attn: Matthew A. Wurtzbacher, President, 5460 S. Quebec Street, #250, Greenwood Village, CO 80111-1917. Telephone:(303) 773-1094. Petroleum Development Corporation (“PDC”), Attn: Mr. Joe Kelloff, Director Western Production and Mr. James T. Wason, Director Lands, 1775 Sherman Street, Suite 3000, Denver, CO 80203. Telephone: (303) 860-5800. Please address all correspondence to: Peter D. Nichols and Lisa M. Thompson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203. Telephone: 303-861-1963. E-mail: pnichols@troutlaw.com and lthompson@troutlaw.com. Ramsey L. Kropf and Craig V. Corona, Patrick, Miller & Kropf, P.C., 730 E. Durant Avenue, Suite 200, Aspen, CO 81611. Telephone: 970-920-1028. E-mail: kroph@waterlaw.com and corona@waterlaw.com.

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2. Decreed names for which changes are sought: A. Eaton Pipeline No. 1. 1. Decreed on July 9, 1965, in Civil Action No. 4954, District Court, Water Division 5. 2. Legal description of the point of diversion: Located in the SW1/4SW1/4 of Sec. 13, T.7S., R.96W., 6th P.M., at a point from whence the Southwest corner of said section bears South 82 degrees 27 minutes 52 seconds West, 1033.31 feet, as changed in Case No. 95CW100, District Court, Water Div. No. 5. 3. Amount: 1.0 cfs (absolute), 9.0 cfs (conditional) for irrigation; 10 cfs (conditional) for manufacturing, industrial and domestic. 4. Date of appropriation: December 17, 1956. 5. Source: Colorado River. 6. Uses: Irrigation, manufacturing, industrial and domestic. 7. Land ownership: Co-applicant Puckett owns the land at the decreed point of diversion. B. Dow Pumping Plant and Pipeline. 1. Decreed on November 10, 1966, in Civil Action No. 4914, District Court, Garfield County. 2. Legal description of the point of diversion: At a point on the northerly bank of the Colorado River, whence the East quarter corner of Section 6, T.7S., R.95W., 6th P.M., bears North 13 degrees 17 minutes East, 753 feet. 3. Amount: 178 cfs conditional (of which 20.2 cfs has been made absolute); Co-applicant Puckett is owner of 43 cfs of the remaining conditional portion of the right. 4. Date of appropriation: January 24, 1955. 5. Source: Colorado River. 6. Uses: Industrial, mining, retorting, refining, power, domestic, and all other uses necessary and related to the production of shale and its by-products. 7. Land ownership: The points of diversion are located on land owned by: Exxon Corporation, P.O. Box 53, Houston, TX 77001. C. The Oil Shale Corporation (a.k.a. “TOSCO”) Pumping Plant and Pipeline. 1. Decreed on November 10, 1966, in Civil Action No. 4914, District Court, Garfield County. 2. Legal description of the point of diversion: a. Decreed in Civil Action No. 4914, District Court, Garfield County, is on the right bank of the Colorado River at a point whence the SW corner of Section 32, T.6S., R.95W., 6th P.M., bears North 77 degrees 37 minutes West 122.16 feet. b. An alternate point of diversion, decreed on December 29, 1975 in Case No. W-2785, District Court, Water Division 5, is on the right bank of the Colorado River at a point whence the East 1/4 corner of Section 6, T.7 South, R. 95 West of the 6th P.M. bears North 35 degrees 0 minutes East 1,880 feet. 3. Amount: 100 cfs (conditional); Co-applicant Puckett is the owner of 60 percent of the total amount. 4. Date of appropriation: December 3, 1956. 5. Source: Colorado River. 6. Uses: Industrial, mining, retorting, refining, power, domestic and all other uses necessary and related to the production of shale oil and its byproducts. 7. Land ownership: a. The original point of diversion is located on land owned by: Exxon Corporation, P.O. Box 53, Houston, TX 77001. b. The alternate point of diversion is located on land owned by: Barry J. Hicks and Key Equity Holdings, Inc., 8895 Highway 6 & 24, Parachute, CO 81635. D. Sinclair Oil and Gas Company Pumping Plant and Pipeline. 1. Decreed on November 10, 1966, in Case No.CA 4914, District Court, Garfield County. 2. Legal description of the point of diversion: Located on the northerly bank of the Colorado River at a point whence the West quarter corner of Section 23, Township 7 South, Range 96 West of the 6th P.M., bears S 62°50’ W, a distance of 4,605 feet. 3. Amount: 33 cfs (conditional); Co-applicant Puckett is the owner of 60 percent of the total amount. 4. Date of appropriation: November 29, 1956. 5. Source: Colorado River. 6. Uses: Industrial, mining, retorting, refining, power, domestic and all other purposes and uses necessary and related to the production of shale oil and its by-products, including all domestic purposes incident to the maintenance of a general camp and community and the inhabitants of such general camp and community. 7. Land ownership: Co-applicant Puckett owns the land at the decreed point of diversion. E. The Starkey Gulch Reservoir. 1. Decreed on August 23, 1972, in Case No. W-321, District Court, Water Division 5. 2. Legal description of the point of diversion: The initial point of survey for said reservoir is located at a point whence the SW corner of Section 36, Township 6 South, Range 97 West of the 6th P.M., bears N 85° 37’ W, a distance of 8,774 feet. 3. Amount: 7,360 acre-feet (conditional). 4. Date of appropriation: February 20, 1967. 5. Source: Starkey Gulch, tributary to Parachute Creek, tributary to Colorado River. 6. Uses: Municipal, industrial, domestic and irrigation purposes. 7. Land ownership: Co-applicant Puckett owns the land at the decreed point of diversion. F. The South Starkey Gulch Reservoir. 1. Decreed on August 23, 1972, in Case No. W-321, District Court, Water Division 5. 2. Legal description of the point of diversion: The initial point of survey for said reservoir is located at a point whence the SW corner of Section 36, Township 6 South, Range 97 West of the 6th P.M., bears N 85° 03’ W, a distance of 12,000 feet. 3. Amount: 5,541 acre-feet (conditional). 4. Date of appropriation: February 20, 1967. 5. Source: South Starkey Gulch, tributary to Starkey Gulch, tributary to Parachute Creek, tributary to the Colorado River. 6. Uses: Municipal, industrial, domestic, and irrigation purposes. 7. Land ownership: The point of diversion is located on land owned by: Williams Production RMT Company, C/O Loagan & Firmine, 3615 S Huron St, Ste 200, Englewood, CO 80110. G. The Rulison & Miller Ditch. 1. Legal description of the point of diversion is located in Garfield County in the SW1/4 SW1/4 of Section 35, Township 6 South, Range 95 West of the 6th P.M., at a point from whence the Southwest corner of said Section 35 bears South 64 degrees 27 minutes 44 seconds West, 234.98 feet. 2. Decreed on December 20, 1929 in Civil Action No. 2748, District Court, Garfield County and as changed by decree entered April 21, 1997 in 95CW100, District Court, Water Division 5. 3. Amount: 1.6 cfs (absolute) of which Co-applicant Puckett owns 0.51 cfs. 4. Date of appropriation: December 8, 1891. 5. Source: The Colorado River. 6. Uses: Irrigation. 7. Land ownership: The point of diversion is located on land owned by: Stan Dere, LLC ½ Int, Beverly Jensen ½ Int., 673 Lasalle Ct., Grand Junction, CO 81504. H. The Diamond Ditch, First Enlargement. 1. Legal description of the point of diversion is located in Garfield County on the West bank of Parachute Creek, about one and three-fourths miles above the mouth in Section 12, Township 7 South, Range 96 West, 6th P.M. 2. Decreed on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. 3. Amount: 3.2 cfs cfs (absolute). 4. Date of appropriation: March 1, 1887. 5. Source: Parachute Creek, tributary to the Colorado River. 6. Uses: Irrigation. 7. Land Ownership: The point of diversion is located on land owned by: Ivo E. & Betty J. Lindauer, 269 Lodgepole Circle, Parachute, CO 81635. I. The Low Cost Ditch, the Low Cost Ditch First Enlargement, and the Low Cost Ditch Yeoman Enlargement. 1. Legal description of the point of diversion: in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth. 2. The Low Cost Ditch was decreed for 5.0 cfs (of which Co-applicant Puckett

DECEMBER 2007 RESUME WATER DIVISION 5

PAGE 35

owns .5 cfs) on May 11, 1889, in Civil Action No. 103, District Court, Garfield County, with an appropriation date of January 4, 1887. 3. The Low Cost Ditch First Enlargement, was decreed for 9.0 cfs (of which Co-applicant Puckett owns .5 cfs) on May 11, 1889, in Civil Action No. 103, District Court, Garfield County, with an appropriation date of April 1, 1888. 4. The Low Cost Ditch Yeoman Enlargement, was decreed for 1.6 cfs (of which Co-applicant Puckett owns 1.1 cfs) on February 20, 1900, in Civil Action No. 770, District Court, Garfield County, with an appropriation date of April 25, 1889. 5. Source: Parachute Creek, tributary to the Colorado River. 6. Uses: Irrigation. 7. Land ownership: The point of diversion is located on land owned by: Chevron USA Inc., C/O Chevron Texaco Property Tax, P.O. Box 285, Houston, TX 7701. 3. Historical use of water rights for which changes are sought: A. Rulison & Miller Ditch (described above at 2.G). Co-applicant Puckett and predecessors in interest historically irrigated 10 acres of land located in the SW 1/4 SW 1/4 Section 34, Township 6 South, Range 95 West of the 6th P.M. with this water right. An engineering analysis of such use by W.W. Wheeler and Associates has calculated the historical consumptive use at 17.1 acre-feet per year. B. Diamond Ditch First Enlargement (described above at 2.H). Co-applicant Puckett and predecessors in interest historically irrigated 28.3 acres of land in Sections 13 and 24, Township 7 South, Range 96 West of the 6th P.M. with this water right. An engineering analysis of such use by W.W. Wheeler and Associates has calculated the historical consumptive use at 54.3 acre-feet per year. C. Low Cost Ditch, Low Cost Ditch First Enlargement, and Low Cost Ditch Yeoman Enlargement (described above at 2.I). Co-applicant Puckett and predecessors in interest historically irrigated land in Sections 28 and 29, Township 6 South, Range 96 West of the 6th P.M. with these water rights. An engineering analysis of such use by W.W. Wheeler and Associates has calculated the historical consumptive use at 175.7 acre-feet per year. 4. Proposed changes: Co-applicants propose the following changes for the subject water rights: A. Changes in use. Co-applicant Puckett proposes to change the following water rights to add industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, agricultural, irrigation, augmentation, replacement of stream depletions, and exchange to the decreed beneficial uses: i. Rulison & Miller Ditch (described above at 2.G.); ii. Diamond Ditch (described above at 2.H.); and iii. Low Cost Ditch (described above at 2.I.). B. Historical consumptive use credits. Co-applicant Puckett proposes to dry up historically irrigated lands and fully consume for the uses described above at 4.A the amount of the historical consumptive use attributable to the following water rights in the indicated amounts: i. 17.1 acre-feet per year for the removal of 10 acres of land from irrigation by the Rulison & Miller Ditch (described above at 2.G and 3.A); ii. 54.3 acre-feet per year for the removal of 28.3 acres of land from irrigation by the Diamond Ditch First Enlargement (described above at 2.H. and 3.B); and iii. 175.7 acre-feet per year for the removal of 92 acres of land from irrigation by the Low Cost Ditch, Low Cost Ditch First Enlargement, and Low Cost Ditch Yeoman Enlargement (described above at 2.I. and 3.C). iv. Co-applicant Puckett will maintain historical return flows from any dry up as necessary to prevent injury to other vested water rights. C. Alternate points of diversion. Co-applicants propose to change the Rulison & Miller Ditch and Diamond Ditch to add alternate points of diversion (directly or by exchange) at the decreed diversion points for each of the following water rights: i. Low Cost Ditch (described above at 2.I.); ii. Eaton Pipeline No. 1 (described above at 2.A.); iii. Sinclair Oil Company Pumping Plant and Pipeline (described above at 2.D.); iv. TOSCO Pumping Plant and Pipeline (described above at 2.C.); v. DOW Pumping Plant and Pipeline (described above at 2.B.); vi. The Puckett Well Field applied for in Case No. 07CW244; vii. The Wheeler Gulch Well Field applied for in Case No. 07CW244; and viii. Parachute Creek PDC Diversion applied for in Case No. 07CW246. D. Alternate points of diversion. Co-applicants propose to change the following water rights to add alternate points of diversion so that any of these water rights may be diverted (directly or by exchange) at the decreed diversion point of any of the other water rights listed below: i. Eaton Pipeline No. 1 (described above at 2.A.); ii. Sinclair Oil Company Pumping Plant and Pipeline (described above at 2.D.); iii. TOSCO Pumping Plant and Pipeline (described above at 2.C.); iv. DOW Pumping Plant and Pipeline (described above at 2.B.); v. The Low Cost Ditch (described above at 2.I); vi. The Puckett Well Field applied for in Case No. 07CW244; vii. The Wheeler Gulch Well Field applied for in Case No. 07CW244; viii. The Parachute Creek PDC Diversion applied for in Case No. 07CW246; and ix. The Forever Young PDC Diversion applied for in Case No. 07CW246. E. Alternate locations of storage. Co-applicants propose to change the Starkey Gulch Reservoir and South Starkey Gulch Reservoir water storage rights to add alternate points of storage at the Puckett Pond Nos. 1, 2, and 3, the Haystack Pond, and the Forever Young PDC Pond applied for in Case No. 07CW245. F. Alternate places of use. Co-applicants propose to change the following water rights to allow their use within the Parachute Creek and Roan Creek basins: i. Eaton Pipeline No. 1 (described above at 2.A.); ii. Sinclair Oil Company Pumping Plant and Pipeline (described above at 2.D.); iii. TOSCO Pumping Plant and Pipeline (described above at 2.B.); iv. DOW Pumping Plant and Pipeline (described above at 2.C.); v. Starkey Gulch Reservoir (described above at 2.E.); and vi. South Starkey Gulch Reservoir (described above at 2.F.). WHEREFORE, the Co-applicants pray this Court enter a decree: 5. Granting the historical consumptive use credits as claimed herein; 6. Granting the changes in use claimed herein; 7. Granting the alternate points of diversion as claimed herein; 8. Granting the alternate locations of storage as claimed herein; 9. Granting the alternate places of use as claimed herein; and 10. Granting such other and further relief as the Court deems proper. (13 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601

DECEMBER 2007 RESUME WATER DIVISION 5

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26. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW240 GARFIELD COUNTY, Elk Creek, tributary to the Colorado River, Joel T. Leonard Revocable Trust, c/o Melinda H. Sherman and Kara Godbehere Goodwin, Sharp, Steinke, Sherman & Engle, LLC, P.O. Box 774608, Steamboat Springs, CO 80477, (970) 879-7600. APPLICATION FOR FINDING OF REASONABLE DILIGENCE. Names of Structures: Stark Well, Creekside Ranch Well No. 1, Creekside Ranch Well No. 2, Oak Grove Ditch Creekside Ranch Enlargement, Creekside Ranch Pump and Pipeline, Creekside Ranch Pond, and a change of water rights and plan for augmentation to augment Stark Well and Creekside Ranch Well Nos. 1 and 2. Description of conditional water rights: Date of Original Decree: December 28, 2001, Case No. 2000CW276. Location of structures: Stark Well: NW 1/4 NW 1/4, Section 25, T 5S, R 91W of the 6th P.M., Garfield County, at a point 1180 feet from the North Section line and 1140 feet from the West Section line of said Section 25; Creekside Ranch Well No. 1: NW 1/4 NW 1/4, Section 25, T 5S, R 91W of the 6th P.M., Garfield County, at a point 750 feet from the North Section line and 400 feet from the West Section line of said Section 25; Creekside Ranch Well No. 2: NW 1/4 NW 1/4, Section 25, T 5S, R 91W of the 6th P.M., Garfield County, Colorado, at a point 750 feet from the North Section line and 750 feet from the West Section line of said Section 25; Oak Grove Ditch Creekside Ranch Enlargment: SE 1/4 NW 1/4, Section 24, T 5S, R 91W of the 6th P.M., Garfield County, at a point 2700 feet from the North Section line and 2000 feet from the West Section line of said Section 24; Creekside Ranch Pump and Pipeline: NW 1/4 NW 1/4, Section 25, T 5S, R 91W of the 6th P.M., Garfield County, Colorado, at a point 900 feet from the North Section line and 50 feet from the West Section line of said Section 25; Creekside Ranch Pond: NW 1/4 NW 1/4, Section 25, T 5S, R 91W of the 6th P.M., Garfield County, at a point 950 feet from the North Section line and 120 feet from the West Section line of said Section 25. Depth of Wells: The depth of the Stark Well is 59 feet and the depth of the Creekside Ranch Wells No. 1 and 2 is proposed to be 75 feet or less. Source: Stark Well and Creekside Ranch Wells No. 1 and 2: ground water which is tributary to Elk Creek, a tributary of the Colorado River; Creekside Ranch Pond: Local run-off and Elk Creek, a tributary of the Colorado River (Creekside Ranch Pond will be filled with water through the Creekside Ranch Pump and Pipeline and the Oak Grove Ditch, both of which will divert water from Elk Creek, a tributary of the Colorado River); Oak Grove Ditch Creekside Ranch Enlargment: Elk Creek, a tributary of the Colorado River; Creekside Ranch Pump and Pipeline: Elk Creek, a tributary of the Colorado River. Appropriation Date: Stark Well: October 17, 2000; Creekside Ranch Well No. 1: October 17, 2000; Creekside Ranch Well No. 2: October 17, 2000; Oak Grove Ditch Creekside Ranch Enlargement: October 17, 2000; Creekside Ranch Pump and Pipeline: October 17, 2000; Creekside Ranch Pond: October 17, 2000. Amount: Stark Well: 0.033 cfs, conditional (1.3 af/year); Creekside Ranch Well No. 1: 0.033 cfs, conditional (1.3 af/year); Creekside Ranch Well No. 2: 0.033 cfs, conditional (1.3 af/year); Oak Grove Ditch Creekside Ranch Enlargement: 0.25 cfs, conditional; Creekside Ranch Pump and Pipeline: 0.25 cfs, conditional; Creekside Ranch Pond: 0.75 af/year, conditional. Uses: Underground Water Rights: Stark Well: Domestic, commercial, livestock watering; Creekside Ranch Well No. 1: Domestic, commercial, livestock watering; Creekside Ranch Well No. 2: Domestic, commercial, livestock watering. Surface Water Rights: Oak Grove Ditch Creekside Ranch Enlargement: Fill pond, commercial, livestock watering, domestic, fire protection, augmentation; Creekside Ranch Pump and Pipeline: Fill pond, commercial, livestock watering, domestic, fire protection, augmentation. Storage Water Rights: Creekside Ranch Pond: Augmentation, domestic, livestock watering, fire protection, and commercial. Description of Change of Water Rights and Plan for Augmentation: Applicant intends to dry up 2.93 acres of land historically irrigated by the Oak Grove Ditch and use the historic consumptive use associated with the dry up for augmentation. A historic consumptive use analysis is attached as Exhibit A. A map of the dry up area is attached as Exhibit B. The Stark Well, Creekside Ranch Well No. 1 and Creekside Ranch Well No. 2 will divert under their own junior water rights while in priority. When out of priority, consumptive use depletions from the Stark Well, Creekside Ranch Well No. 1 and Creekside Ranch Well No. 2 will be augmented using consumptive use credits from the Oak Grove Ditch and by releases from the Creekside Ranch Pond. Detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: Applicant’s predecessors in interest paid approximately $180.00 to the Colorado Division of Water Resources for a new well permit for the Stark Well so as to add commercial use to its permitted uses. Well Permit No. 62132-F was issued on December 30, 2004, and the well permit file was modified January 6, 2005, to reflect the current status of the well as being permitted for domestic, commercial, and livestock watering purposes. Applicant=s predecessors in interest paid approximately $760.00 to the Colorado Division of Water Resources for well permits for Creekside Ranch Well Nos. 1, which permits have expired due to the timing associated with the purchase of the property by the current Applicant, the Joel T. Leonard Revocable Trust. Applicant=s predecessors in interest personally used heavy equipment to construct the Creekside Ranch Pond, and have diverted water through the Oak Grove Ditch for storage in the Creekside Ranch Pond since the completion of the Creekside Ranch Pond in 2002. WHEREFORE, the Applicant prays for a decree of this Court: Finding the Applicant has exercised reasonable diligence toward completion of the following water rights: 0.033 cfs, conditional (1.3 af/year) for the Stark Well, and 0.033 cfs each, conditional (1.3 af/year) for the Creekside Ranch Well Nos. 1 and 2, for the following uses: domestic, commercial, and livestock watering; 0.25 cfs, conditional, for the Oak Grove Ditch Creekside Ranch Enlargement for the following uses: fill pond, commercial, livestock watering, domestic, fire protection, and augmentation; 0.25 cfs, conditional, for the Creekside Ranch Pump and Pipeline for the following uses: fill pond, commercial, livestock watering, domestic, fire protection, and augmentation; 0.75 af/year, conditional,

DECEMBER 2007 RESUME WATER DIVISION 5

PAGE 37

for the Creekside Ranch Pond for the following uses: augmentation, domestic, livestock watering, fire protection, and commercial; and the augmentation plan, as described in Case No. 2000CW276, Water Division 5, and continuing such conditional water rights for such beneficial uses and granting Applicant such other relief as the Court deems appropriate. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of February, 2008, to file with the Water Clerk in quadruplicate a verified Statement of Opposition setting forth facts as to why this Application should not be granted or why it should be granted in part or on certain conditions. A copy of such Statement of Opposition must also be served upon the Applicant or the Applicant’s attorney, and an Affidavit or Certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5, 109 8th Street, Suite 104, Glenwood Springs, CO 81601. 27. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW241 (Pitkin, Roaring Fork, Water Dist. 38) Name, address and phone number of applicant: Stella Polare, LLC, c/o Rhonda J. Bazil, Rhonda J. Bazil, P.C., 632 E. Hopkins Ave., Aspen, CO 81611 (970) 925-7171. Type of application: Amended Application for Underground Water Right and Approval of Plan for Augmentation and Exchange. FIRST CLAIM: Name of Structure: Stella Polare Well. Drainage Basin: Roaring Fork. Location: SW1/4 of the SE1/4, Section 20, Township 10 South, Range 84 West of the 6th P.M. Type of Use: Irrigation of up to 1.0 acres of lawns and gardens, domestic uses two single-family residences and fire protection purposes. Type of Structure: Well. Quantity: 15 g.p.m. Appropriation Date: December 31, 1966. Name and owner of land on which structure is located: Applicant. SECOND CLAIM: Application for Plan for Augmentation and Exchange. Structure to be augmented: Stella Polare Well. Previous decrees for water rights to be used for augmentation: Applicant has applied for a Water Allotment Contract (the “Contract”) from the Basalt Water Conservancy District (the “District”). The Contract will provide for a maximum of 2.0 acre-feet of water stored in Ruedi Reservoir for the benefit of the District. Applicant proposes to use water stored in Ruedi Reservoir to augment the Stella Polare Well. Ruedi Reservoir consists of the following water rights: I. Information from previous decree for Green Mountain Reservoir: Source: Blue River, tributary of Colorado River. Legal description: located approximately 16 miles Southeast of the Town of Kremmling in Summit County, Colorado, and more particularly in all or parts of Sections 11, 12, 13, 14, 15, and 24 of Township 2 South, Range 80 West, and in Sections 17, 18, 19, 20, 21, 28, 29, and 34, Township 2 South, Range 79 West of the 6th P.M. Adjudication Date: October 12, 1955. Appropriation Date: August 1, 1935. Case No.: 2782, 5016, and 5017. Court: United States District Court, District of Colorado. Decreed Amount: 154,645 acre feet. Decreed Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled "Manner of Operation of Project Facilities and Auxiliary Facilities" in Senate Document 80. II. Information from previous decree for Ruedi Reservoir: A. Source: Frying Pan River, tributary of Colorado River. B. Legal description: an on-channel reservoir located in Sections 7, 8, 9, 11, and 14 through18, Township 8 South, Range 84 West of the 6th P.M. The reservoir is located in portions of Eagle and Pitkin Counties. C. Adjudication Date: June 20, 1958. D. Appropriation Date: July 29, 1957. E. Case No.: C.A. 4613. Court: Garfield County District Court. F. Decreed Amount: 102,369 acre feet (Originally decreed for 140,697.3 acre feet; reduced to 102,369 acre feet in Case No. W-789-76). G.Decreed Uses: generation of electric energy, domestic, municipal, industrial, irrigation and stock watering H.By decree of the Water Court in Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the amount of 101,280 acre feet, conditional. In Water Court Case No. 95CW95, 44,509 acre feet was made absolute. III.Information from previous decrees for Troy Ditch and Edith Ditch rights:

STRUCTURE

PRIORITY

COURT CASE NO.

ADJ DATE

APP DATE

DECREED AMOUNT (CFS)

USE (4)

AMOUNT SOLD, TRANSFERRED OR RESERVED

AMOUNT REMAINING (10)

(5) (6) (7) (8) (9) CFS AF Troy Ditch (1)

370 3082 08/25/1936

05/01/1906

5.10 I 0.000 0.000 0.095

0.064

0.035 4.906 N/A

Troy Ditch 1st Enlg

427 3082 08/25/1936

05/01/1928

10.80 I 0.000 0.000 0.200

0.134

0.073 10.393

N/A

Troy Ditch 2nd Enlg

669 4613 06/20/1958

06/01/1942

6.20 I 0.000 0.000 0.115

0.077

0.042 5.966 N/A

Edith 353 3082 08/25/19 05/01/19 2.72 I 0.110 0.132 0.05 0.00 0.018 2.410 N/A

DECEMBER 2007 RESUME WATER DIVISION 5

PAGE 38

Ditch 36 04 0 0 0 Edith Ditch 1st Enlg

673 4613 06/20/1958

07/01/1946

3.23 I 0.000 0.000 0.060

0.000

0.022 3.148 N/A

Troy Ditch Water System aka Lower Headgate

(2) W-2281

15.50(3) I,D,M C,P

0.110 0.1320

0.520

0.275

0.190 14.273

412.89

(1) Originally diverted from Miller Creek. All others originally diverted from Frying Plan River. (2) Alternate point for all priorities of Troy and Edith Ditches. (3) Combined amount limited to 15.5 cfs and 453 AF of consumptive use, 300 AF of which can be stored. (4) I = Irrigation, D = Domestic, M = Municipal, C = Industrial and P = Piscatorial. (5) Transferred to Edith Ditch Well in Case No. 80CW1 with 1.0 AF. (6) Transferred to three springs on Cap K Ranch in Case No. 82CW189 (1.29 AF assumed to be included). (7) Deeded to George Yates with 15.4 AF in 1983. 0.2 cfs and 10.60 cfs was included in Case No. 82CW357 for Ruedi South

Shores augmentation plan. (8) Deeded to Joan Wheeler in 1987 for diversion at the Troy Ditch 1st and 2nd Enlargement (16.9 AF assumed to be included). (9) Reserved for augmentation of Cap K Ponds with 5.52 AF. Case No. 91CW220. (10) A total of 40.11 AF of the original 453.00 AF has been sold or transferred. A. In Case No. W-2281, Division 5, the Court decreed that 453 acre feet of annual consumptive-use credits were available to these ditches, and that 300 acre feet could be stored in an unnamed reservoir. The Basalt Water Conservancy District owns 412.89 acre feet of the 453 acre feet, and makes the water rights available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. B. The Troy and Edith augmentation water can be delivered to the Frying Pan, Roaring Fork or Colorado Rivers by by-passing water at the headgate on the Frying Pan River. IV. Information from previous decrees for Robinson Ditch rights:

STRUCTURE DECREED AMOUNT/ cfs

AMOUNT OWNED BY BWCD (cfs)(1)

ADJ. DATE APP. DATE PRIORITY CASE NO. (2)

ROBINSON DITCH 5.00 1.21 05/11/1889 06/15/1882 38

132

ROBINSON DITCH 2.50 0.60 05/11/1889 04/15/1886 140

132

ROBINSON DITCH 2.00 0.48 05/11/1889 11/15/1886 167

132

ROBINSON DITCH 10.70 2.59 12/29/1903 04/25/1899

212C

1061

ROBINSON DITCH 20.06 4.85 08/25/1936 04/25/1900 326

3082

(1) The BWCD owns 441 shares of Class 1 stock issued by the Robinson Ditch Company. The said 441 shares equal 24.16% of the total shares and are associated with 9.73 cfs of the 40.26 cfs decreed to the Robinson Ditch. (2) District Court in and for Garfield County A. Legal Description of Point of Diversion: The point of diversion as decreed is located on the North bank of the Roaring Fork River one-half mile below the mouth of Sopris Creek in Section 11, T. 8 S., R. 87 West, 6th P.M. B. Historic Use: Irrigation of approximately 137.2 acres of hay and pasture under BWCD’s interest in the Robinson Ditch water rights. In Case No. 93CW319, the Court decreed that 360 acre feet of annual consumptive-use credits are associated with said irrigation. In that case, the Court also decreed a change of use of BWCD’s Robinson Ditch rights to include augmentation. BWCD makes the credits available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. V. Information from previous decrees for Favre Domestic Pipeline:

DECEMBER 2007 RESUME WATER DIVISION 5

PAGE 39

STRUCTURE

AMOUNT1

ADJ. DATE

APP. DATE

PRIORITY

CASE NO.2

FAVRE DOM. PL. SP. NO. 1

0.50 06/20/1958 08/11/1937 649

4613

FAVRE DOM. PL. SP. NO. 2

0.50 06/20/1958 04/15/1912 666

4613

(1) Amount: Each spring is decreed for 0.50 cfs, but the use of both has a combined limit of 0.50 cfs. (2) District Court in and for Garfield County A. Legal Description: B. Favre Domestic Pipeline - Spring No. 1: Located at a point whence the E¼ corner, Section 34, Township 7 South, Range 87 West, 6th P.M. bears South 34º26' East, 890.9 feet. C.Favre Domestic Pipeline - Spring No. 2: Located at a point whence the E¼ corner, Section 34, Township 7 South, Range 87 West, 6th P.M. bears South 37º24' East 721.4 feet. D.Source:Blue Creek, which is tributary to Roaring Fork River. E. Decreed Use: Domestic and augmentation. F. Historic Use: BWCD owns the Favre Domestic Pipeline right. The Springs historically provided a majority of the domestic water supply for El Jebel, a community of 364 EQRs, consisting of 291 single family residential units (mostly mobile homes), irrigation of 12.5 acres of lawn and landscape, and commercial development. In Case No. 93CW319, the Court decreed that 142.82 acre feet of historic consumptive-use credits were available to Blue Creek as a result of such historic use; and that 67.2 acre feet of historic consumptive-use credits were available to the Roaring Fork River as a result of such historic use. In 93CW319, the Court also decreed a change of use of said credits to include augmentation. BWCD makes the credits available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. 12. Statement of plan for augmentation, covering all applicable matters under C.R.S. §37-92-103(9), 302(1)(2) and 305(8). Give full details of plan, including a description of all water rights to be established or changed by the plan. A.Applicant has received approval to construct a primary residence and a caretaker unit on the Property. Applicant seeks to increase the use of water from the Stella Polare Well by augmenting through exchange for the out-of-priority depletions. Applicant seeks a December 21, 2007 exchange date in connection with the subject plan for augmentation and exchange. The downstream terminus of the exchange is the confluence of the Fryingpan River and the Roaring Fork River. The upstream terminus of the exchange is the point of diversion for the Stella Polare Well described in Paragraph 3, above. B. The water demands for the Property have been calculated as follows: TABLE 1 STELLA POLARE POTABLE WATER-DIVERSION REQUIREMENTS (All values are in acre-feet)

MONTH

IN-HOUSE (1)

DOMESTIC IRRIGATION (2)

TOTAL (3)

January 0.067 0.00 0.067 February 0.060 0.00 0.060 March 0.067 0.00 0.067 April 0.064 0.00 0.064 May 0.067 0.270 0.337 June 0.064 0.510 0.574 July 0.067 0.460 0.527 August 0.067 0.330 0.397 September

0.064 0.230 0.294

October 0.067 0.00 0.067 November

0.064 0.00 0.064

December

0.067 0.00 0.067

TOTAL 0.784 1.80 2.584 TABLE 2 -STELLA POLARE POTABLE WATER/DEPLETION REQUIREMENTS (All values are in acre-feet)

IN-HOUSE

DOMESTIC

TOTAL

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MONTH

(4)

IRRIGATION (5)

(6)

January 0.007 0.00 0.007 February 0.006 0.00 0.006 March 0.007 0.00 0.007 April 0.006 0.00 0.006 May 0.007 0.216 0.223 June 0.006 0.408 0.414 July 0.007 0.368 0.375 August 0.007 0.264 0.271 September

0.006 0.184 0.190

October 0.007 0.00 0.007 November

0.006 0.00 0.006

December

0.007 0.00 0.007

TOTAL 0.078 1.440 1.519 GENERAL NOTES FOR TABLES 1 AND 2: (1) One single family residence @ 3.5 persons/residence and one caretakers residence @ 3.5 persons/residence, 100 gal/person/day. (2) 1.0 irrigated acres x 17.36 inches (1.45 feet)/ 12/0.8. Note: 0.8 is 80% efficiency factor for sprinkler irrigation. (3) Column (1) + Column (2) = Total Diversions (includes 5% transit loss, 10% for Green Mountain). (4) 10% consumptive use for ISDS; Column (1) x 0.10, 90% return flow. (5) 1.813 a.f./acre lawn application rate (6) Column (4) + Column (5) = Total Consumptive Use (includes 5% transit loss, 10% for Green Mountain).. E. Population equivalents were calculated based upon an occupancy assumption of 3.5 people per residence. All in-house wastewater generated from deliveries from the Stella Polare Well will be treated by a non-evapotranspirative individual sewage disposal system. It is assumed that 10% of the in-house water will be consumptively used. Irrigation deliveries through the Stella Polare Well are assumed to be 80% consumed with an application rate of 1.813 acre-feet per acre. F. Applicant will secure a Contract for a maximum of 2.0 acre-feet of water from the District’s water allotment contract with the Bureau of Reclamation for Reudi Reservoir water. Releases from Reudi Reservoir will be made pursuant to its contract with the District, in amounts equal to the out-of-priority stream depletion associated with diversions under the water rights or as directed by the Division Engineer. G. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. (10 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 28. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW242 RIO BLANCO COUNTY, on Piceance Creek, tributary to the White River, and the White River. Puckett Land Company, 5460 S. Quebec Street, #250, Greenwood Village, CO 80111-1917, c/o Peter D. Nichols, Lisa Thompson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963. APPLICATION FOR SURFACE WATER RIGHTS. 1. Name of structure: PLC-1. Legal description of the point of diversion: In the SE 1/4 SE 1/4 of Section 34, T2N, R97W, 6th P. M., at a point on the South Side of the White River, 1100 feet West of the East Section Line and 1140 feet North of the South Section Line of said Section 34 in Rio Blanco County, as shown on Exhibit A attached to the Application. Source: White River. Appropriation: i. Date of initiation of appropriation: December 28, 2007 ii. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to

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adoption of a corporate resolution, field investigation, and posting of public notice of appropriation signs at or near the proposed diversion points. Amount Claimed: 12 cfs, conditional. Use: Industrial and commercial, including but not limited to energy exploration and development, mining, domestic and stock watering. Name(s) and address(es) of owner(s) of land upon which any structure is located: Applicant. 2. Name of structure: PLC-2. Legal description of the point of diversion: In the SE 1/4 SE 1/4 of Section 34, T2N, R97W, 6th P. M., at a point on the North Side of the White River, 810 feet West of the East Section Line and 650 feet North of the South Section Line of said Section 34 in Rio Blanco County, as shown on Exhibit A attached to the Application. Source: White River. Appropriation: i. Date of initiation of appropriation: December 28, 2007; ii. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, and posting of public notice of appropriation signs at or near the proposed diversion points. Amount Claimed: 12 cfs conditional. Use: Industrial and commercial, including but not limited to energy exploration and development, mining, domestic and stock watering. Name(s) and address(es) of owner(s) of land upon which any structure is located: Applicant. 3. Name of structure: PLC-3. Legal description of the point of diversion: In the NW 1/4 SE 1/4 of Section 2, T1S, R97W, 6th P. M., at a point on the West bank of Piceance Creek, 1750 feet West of the East Section Line and 1930 feet North of the South Section Line of said Section 2 in Rio Blanco County, as shown on Exhibit A attached to the Application. Source: Piceance Creek tributary to the White River. Appropriation: i. Date of initiation of appropriation: December 28, 2007; ii. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, and posting of public notice of appropriation signs at or near the proposed diversion points. Amount Claimed: 10 cfs conditional. Use: Industrial and commercial, including but not limited to energy exploration and development, mining, irrigation, domestic and stock watering. Number of acres irrigated: 60 acres; i.Legal description of acreage: Pasture in Rio Blanco County West and East of Piceance Creek in Sections 2 and 11, T1S, R97W, 6th P. M. Name(s) and address(s) of owner(s) of land upon which any structure is located: Applicant. General Remarks: Water diverted at PLC-1, PLC-2, PLC-3 will be used for industrial and commercial, including but not limited to energy exploration and development, mining, irrigation, domestic and stock watering, as listed above, within the Piceance Creek and White River basins. WHEREFORE, Applicant request the Court for a decree awarding the Applicant conditional water rights for A. 12 cfs for industrial and commercial, including but not limited to energy exploration and development, mining, domestic and stock watering for PLC-1; B. 12 cfs for industrial and commercial, including but not limited to energy exploration and development, mining, domestic and stock watering for PLC-2;and C. 10 cfs for industrial and commercial, including but not limited to energy exploration and development, mining, irrigation, domestic and stock watering for PLC-3; with an appropriation date of December 28, 2007. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 29. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW244 GARFIELD COUNTY; tributary to Parachute Creek, tributary to Colorado River. Puckett Land Company (“Puckett”), 5460 S. Quebec Street, #250, Greenwood Village, CO 80111-1917, (303) 773-1094 and Petroleum Development Corporation (“PDC”), 1775 Sherman Street, Suite 3000, Denver, CO 80203, (303) 860-5800 c/o Peter D. Nichols, Lisa M. Thompson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963 and Ramsey L. Kropf, Craig V. Corona, Patrick, Miller & Kropf, P.C., 730 E. Durant Avenue, Suite 200, Aspen, CO 81611, (970) 920-1028. FIRST CLAIM: PUCKETT WELL FIELD. Name of structure: Puckett Well Field. The Co-applicants propose to develop wells, to be located after testing within the Puckett Well Field, applied for herein, as shown on the map attached to the Application as Exhibit 1. The well field will facilitate the development of a groundwater supply to meet the demands of Co-applicants for their industrial and commercial development needs, including energy exploration and development, and ranching operations in Garfield County. The cumulative maximum diversion from all wells in the well field applied for in this application shall not exceed 500 acre-feet, at a cumulative maximum rate of 2.5 cfs. Legal description: The Puckett Well Field is located in that portion of the NW 1/4 SW 1/4 Section 28, Township 6 South, Range 96 West, 6th PM, lying south of Parachute Creek, consisting of approximately 6.9 acres. See Exhibit 1. Source: Parachute Creek alluvium, tributary to Parachute Creek, tributary to the Colorado River. Appropriation: A. Date of Appropriation for all wells within the well field: November 27, 2007. B. How appropriation was initiated: Field inspection, monumentation, formulation of intent to apply water to beneficial use, and adoption of resolution by Co-applicant Puckett. Amount claimed: 2.5 cfs, conditional. Uses or proposed uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, agricultural, irrigation, and augmentation. Legal description of irrigated acreage: Up to200 acres within the Parachute Creek, Roan Creek and Colorado River basins. Well Permitting: The Co-applicants will

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secure all appropriate well permits pursuant to C.R.S. § 37-90-137(2) and its pending augmentation plan, prior to construction and/or operation of the subject wells in this Application. Co-applicant Puckett owns the only well shown on the Division of Water Resources database of all wells within six hundred (600) feet of the proposed well field. C.R.S. §§ 37-92-302(2) and 37-90-137. Land Ownership: Co-applicant Puckett Land Company owns the land where the well field is located; beneficial use and any storage will be made within the Parachute Creek, Roan Creek and Colorado River basins. Water Supply System: The subject water right is an integral part of a unified water supply. This system includes, among other things, but is not limited to, the water rights concurrently applied for in Case Nos. 07CW239, 07CW245, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, The Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. SECOND CLAIM: WHEELER GULCH WELL FIELD Name of structure: Wheeler Gulch Well Field. Co-applicant Puckett proposes to develop wells, to be located after testing within Puckett’s Wheeler Gulch property, applied for herein, as shown on the map attached to the Application as Exhibit 1. The well field will provide a groundwater supply to meet the demands of Co-applicant Puckett for its commercial development on Wheeler Gulch in Garfield County. The cumulative maximum diversion from all wells in this well field shall not exceed 5.0 acre-feet, at a cumulative maximum diversion rate of not more than 50 gpm. Legal description: The Wheeler Gulch Well Field is located in the E 1/2 SW 1/4 NW 1/4 and the W 1/2 SE 1/4 NW 1/4 of Section 34, T. 6 South, R. 96 West, 6th P.M., lying north of Parachute Creek, consisting of approximately 15 acres. See Exhibit 1. Source: Alluvium of Parachute Creek and tributaries, tributary to Parachute Creek, tributary to the Colorado River. Appropriation. A. Date of appropriation for all wells within the well field: July 6, 2007. B. How appropriation was initiated: field inspection, formulation of intent to apply water to beneficial use, and adoption of resolution by Co-applicant Puckett. Amount claimed: 50 gpm, conditional. Proposed uses: industrial and commercial, including energy exploration and development, and equipment servicing, domestic, agriculture, evaporation, and irrigation. Legal description of irrigated acreage: up to 20,000 square feet, upon Co-applicant Puckett’s property, as shown in Exhibit 1. Well permitting. Co-applicant Puckett will secure all appropriate well permits pursuant to C.R.S. § 37-90-137(2), prior to construction and/or operation of the subject wells in this Application. Co-applicant Puckett owns the only well shown on the Colorado Division of Water Resources’ database within six hundred (600) feet of the proposed well field. C.R.S. §§ 37-92-302(2) and 37-90-137. Land Ownership: Co-applicant Puckett owns the land where the well field is located; beneficial use will also be on Co-applicant Puckett’s lands. Water Supply System: The subject water right is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for in Case Nos. 07CW239, 07CW245, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. WHEREFORE, the Co-applicants pray this Court enter a decree: Granting the subject water rights as applied for herein and granting such other and further relief as the Court deems proper. (7 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 30. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW245 CONCERNING THE APPLICATION FOR WATER STORAGE RIGHTS FOR PUCKETT LAND COMPANY AND PETROLEUM DEVELOPMENT CORPORATION ON PARACHUTE CREEK AND TRIBUTARIES, TRIBUTARY TO THE COLORADO RIVER, IN GARFIELD COUNTY. 1. Name, address and telephone number of Co-applicants: Puckett Land Company (“Puckett”), Attn: Matthew A. Wurtzbacher, President, 5460 S. Quebec Street, #250, Greenwood Village, CO 80111-1917. Telephone: (303) 773-1094 and Petroleum Development Corporation (“PDC”), Attn: Mr. Joseph Veltri, 103 E. Main Street, P.O. Box 26, Bridgeport, WV 26330. Telephone Number: (303) 860-5800. Please address all correspondence to: Peter D. Nichols and Lisa M. Thompson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203. Telephone Number (303) 861-1963. E-mail: pnichols@troulaw.com and lthompson@troutlaw.com. Ramsey L. Kropf and Craig V. Corona, Patrick, Miller & Kropf, P.C., 730 E. Durant Avenue, Suite 200, Aspen, CO 81611. Telephone Number: (970) 920-1028. E-mail: kroph@waterlaw.com and corona@waterlaw.com. FIRST CLAIM: WATER STORAGE RIGHT. 2. Name of Reservoir: Forever Young Pond. 3. A. Legal description of reservoir dam center point: NW¼ SW¼, Section 11, Township 6 South, Range 97 West, 6th PM, middle of embankment at point approximately 1,375 feet from the south line and 1,265 feet from the west line, Garfield County. The reservoir is on-channel. See map attached to the application. 4. Source: Corral Gulch, tributary to Garden Gulch, tributary to Parachute Creek, tributary to Colorado River. 5. A. Date of Appropriation: February 23, 2007. B. How appropriation was initiated: Field inspection, monumentation, survey, formulation of intent to apply water to beneficial use, diversion, reservoir construction, application to beneficial use. C. Date water applied to beneficial use: February 23, 2007. 6. Amount claimed: A. 7 acre feet, absolute for industrial, energy exploration and development, mining, storage, evaporation; conditional for refining, power,

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commercial, domestic, irrigation, augmentation. B. Rate of diversion for filling the on-channel reservoir is 1.0 cfs. 7. Uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, irrigation, and augmentation. A. Total number of acres proposed to be irrigated: Up to 100 acres. B. Legal description of acreage to be irrigated: Co-applicants’ property within the Parachute Creek and Roan Creek basins, as shown in the map attached to the application. 8. Surface area of high water line: 1.0 acres. A. Maximum height of dam: less than 10 feet. B. Length of dam: Approximately 100 feet. 9. Total capacity of reservoir: 7 acre-feet. Active capacity: 7 acre-feet. Dead storage: 0 acre-feet. 10. The land owner upon which this structure is located is Co-applicant PDC; Berry Petroleum Co., f.k.a. Piceance Operating Co., LLC, 950 17th St., Suite 2400, Denver, CO 80202; Teton Piceance, LLC, 410 17th St., Suite 1850, Denver, CO 80202; and PGR Partners, LLC, 370 17th St., Suite 4300, Denver, CO 80202. Beneficial use will be made within the Parachute Creek and Roan Creek basins. 11. The subject water right is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. SECOND CLAIM: WATER STORAGE RIGHT. 12. Name of Reservoir: Haystack Mountain Pond. 13. A. Legal description of reservoir dam: Government Lot 3, Section 36, Township 6 South, Range 97 West, 6th PM, middle of embankment at point approximately 650 feet from the north line and 2,580 feet from the west line, Garfield County. (This is the accurate legal description – it is a subpart of a section which is not described as an aliquot part of the section, but which is designated by number, for example, Lot 3. A lot may be regular or irregular in shape, and its acreage may vary from that of regular aliquot parts.) See map attached to the application. B. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Puckett Well Field, applied for concurrently with this case, for 2.0 cfs, located in that portion of the NW 1/4 SW 1/4 Section 28, Township 6 South, Range 96 West, 6th PM, lying south of Parachute Creek, consisting of approximately 6.9 acres in Garfield County. 14. Source: Puckett Well Field. 15. A. Date of Appropriation: June 5, 2007. B. How appropriation was initiated: Field inspection, formulation of intent to apply water to beneficial use, and adoption of resolution by Co-applicant Puckett. 16. Amount claimed: A. 12.7 acre feet, conditional. B. Rate of diversion for filling the off-channel reservoir is 2.0 cfs. 17. Uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, agricultural, irrigation, and augmentation. A. Up to 100 acres. B. Legal description of acreage to be irrigated: Co-applicants’ lands within the Parachute Creek and Roan Creek basins, as shown on the map attached to the application. 18. Surface area of high water line: 1.43 acres. A. Maximum height of dam: Less than 10 feet. B. Length of dam: Approximately 700 feet. 19. Total capacity of reservoir: 12.7 acre-feet. Active capacity: 12.7 acre-feet. Dead storage: 0 acre-feet. 20. The land owner upon which this structure is located is Co-applicant Puckett. Beneficial use will be within the Parachute Creek and Roan Creek basins. 21. The subject water right is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. THIRD CLAIM: WATER STORAGE RIGHT. 22. Name of Reservoir: Puckett Pond No. 1. 23. A. Legal description: an off-channel reservoir to be located in Garfield County in the East 1/2 NE 1/4 Section 29 and the NE 1/4 SE ¼ , Township 6 South, Range 96 West, 6th P.M. See map attached to the application. B. The name and capacity of the ditches and water rights to be used to fill the reservoir, and the legal description of each point of diversion: i. Low Cost Ditch, the decreed diversion point is located in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth, as decreed for 5.0 cfs (of which Co-applicant Puckett owns .5 cfs) on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. ii. Low Cost Ditch, First Enlargement, the decreed diversion point is located in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth, as decreed for 9.0 cfs (of which Co-applicant Puckett owns .5 cfs) on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. iii. Low Cost Ditch, Yeoman Enlargement, the decreed diversion point is located in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth, as decreed for 1.6 cfs (of which Co-applicant Puckett owns 1.1 cfs) on February 28, 1900, in Civil Action No. 770, District Court, Garfield County. iv. The following water rights by pipeline or exchange: a) Diamond Ditch, First Enlargement, the decreed diversion point is located in Garfield County on the West bank of Parachute Creek, about one and three-fourths miles above the mouth in Section 12, Township 7 South, Range 96 West, as decreed for 3.2 cfs on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. b) Rulison & Miller Ditch, the decreed diversion point is located in Garfield County in the SW1/4 SW1/4 of Section 35, Township 6 South, Range 95 West of the 6th P.M., at a pint from whence the Southwest corner of said Section 35 bears South 64 degrees 27 minutes 44 seconds West, 234.98 feet, as decreed for 1.4 cfs (of which Co-applicant Puckett owns .51 cfs) on December 20, 1929 in Civil Action No. 103, District Court, Garfield County and as changed by decree entered April 24, 1997 in Case No. 95CW100, District Court, Water Division 5. c) Eaton Pipeline No. 1, the decreed diversion point is located at SW 1/4 SW 1/4 Section 13, Township 7 South, Range 96 West, 6th PM, at point from whence the southwest corner of said Section 13 bears S 82° 27' 52" W a distance of 1,033.31 feet in Garfield County, as decreed for 10 cfs on July 5, 1965, in Civil Action No. 4954, District Court, Water Division 5, as changed by decree entered April 24, 1997 in Case No. 95CW100, District Court, Water Division 5. d) Sinclair Oil and Gas Company Pumping Plant and Pipeline, the decreed diversion point is Located on the northerly bank of the Colorado River at a point whence the West quarter corner of Section 23, Township 7 South, Range 96 West of the 6th P.M., bears S 62°51’ W, a distance of 4,605 feet in Garfield County, as decreed for 33 cfs (of which Co-applicant Puckett owns

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60%) on July 16, 1971, in Case No. W-196, District Court, Water Division 5. e) DOW Pumping Plant and Pipeline, the decreed diversion point is the decreed diversion point is at a point on the northerly bank of the Colorado River, whence the East quarter corner of Section 6, T.7S., R.95W., 6th P.M., bears North 13 degrees 17 minutes East, 753 feet in Garfield County, as decreed for 178 cfs (of which Co-applicant Puckett owns 43 cfs) November 10, 1966, in Civil Action No. 4914, District Court, Water Division 5. f) The Oil Shale Corporation Pumping Plant and Pipeline, the decreed diversion point is on the right bank of the Colorado River at a point whence the SW corner of Section 32, T.6S., R.95W., 6th P.M., bears North 77 degrees 37 minutes West 122.16 feet in Garfield County, as decreed for 100 cfs (of which Co-applicant Puckett owns 60%) on November 10, 1966, in Civil Action No. 4914, District Court, Garfield County. 24. Sources: Parachute Creek, tributary to the Colorado River (Low Cost Ditch, Diamond Ditch) or the Colorado River (Eaton Pipeline No. 1, Sinclair Oil and Gas Company Pumping Plant and Pipeline, DOW Pumping Plant and Pipeline, The Oil Shale Corporation Pumping Plant and Pipeline, and the Rulison & Miller Ditch). 25. A. Date of Appropriation: November 27, 2007. B. How appropriation was initiated: Field inspection, monumentation, survey, formulation of intent to apply water to beneficial use, and adoption of resolution by Co-applicant Puckett. 26. Amount claimed: A. 360 acre feet, conditional. B. Rate of diversion for filling the off-channel reservoir is 10.0 cfs. 27. Uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, agricultural, irrigation, and augmentation. A. Total number of acres proposed to be irrigated: Up to 200 acres. B. Legal description of acreage to be irrigated: Co-applicants’ land within the Parachute Creek and Roan Creek basins, as shown on Exhibit 1. 28. Surface area of high water line: 30.6 acres. A. Maximum height of dam: 30 feet. B. Length of dam: Approximately 3,620 feet. 29. Total capacity of reservoir: 360 acre-feet. Active capacity: 360 acre-feet. Dead storage: 0 acre-feet. 30. The land owner upon which this structure is located is Co-applicant Puckett; beneficial use will be made upon Co-applicants’ and contiguous energy bearing lands. 31. The subject water right is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, The Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. FOURTH CLAIM: WATER STORAGE RIGHT. 32. Name of Reservoir: Puckett Pond No. 2. A. Legal description: an off-channel reservoir to be located in Garfield County in the North 1/2 SW 1/4, Section 28, Township 6 South, Range 96 West, 6th PM, approximately 1900 feet from the south line and 830 feet from the west line in Garfield County. See map attached to the application. B. The name and capacity of the ditches and water rights to be used to fill the reservoir, and the legal description of each point of diversion are set forth in Paragraph 23.B above. 33. Sources: Parachute Creek, tributary to the Colorado River (Low Cost Ditch, Diamond Ditch) or the Colorado River (Eaton Pipeline, Sinclair Oil and Gas Company Pumping Plant and Pipeline, DOW Pumping Plant and Pipeline, and the Oil Shale Corporation Pumping Plant and Pipeline, Rulison & Miller Ditch). 34. A. Date of Appropriation: November 27, 2007. B. How appropriation was initiated: Field inspection, monumentation, survey, formulation of intent to apply water to beneficial use, and adoption of resolution by Co-applicant Puckett. 35. Amount claimed: A. 396 acre feet, conditional. B. Rate of diversion in cfs for filling the off-channel reservoir is 10.0 cfs. 36. Uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, irrigation, and augmentation. A. Total number of acres proposed to be irrigated: Up to 200 acres. B. Legal description of acreage to be irrigated: Co-applicants’ land within the Parachute Creek and Roan Creek basins, as shown in map attached to the application. 37. Surface area of high water line: 20.9 acres. A. Maximum height of dam: 35 feet. B. Length of dam: Approximately 1,980 feet. 38. Total capacity of reservoir: 396 acre-feet. Active capacity: 396 acre-feet. Dead storage: 0 acre-feet. 39. The land owner upon which this structure is located is Co-applicant Puckett; beneficial use will be within the Parachute Creek and Roan Creek basins. 40. The subject water right is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. FIFTH CLAIM: WATER STORAGE RIGHT. 41. Name of Reservoir: Puckett Pond No. 3. A. Legal description: an off-channel reservoir to be located in Garfield County in the West 1/2 NW 1/4, Section 28, T.6S., R.96W., 6th P.M., approximately 1475 feet from the North section line and 0 feet from the West section line. See map attached to the application. B. The name and capacity of the ditches and water rights to be used to fill the reservoir, and the legal description of each point of diversion are set forth in Paragraph 23.B above. 42. Sources: Parachute Creek, tributary to the Colorado River (Low Cost Ditch, Diamond Ditch) or direct from Colorado River (Eaton Pipeline, Sinclair Oil and Gas Company Pumping Plant and Pipeline, DOW Pumping Plant and Pipeline, The Oil Shale Corporation Pumping Plant and Pipeline, and the Rulison & Miller Ditch). 43. A. Date of Appropriation: December 21, 2007. B. How appropriation was initiated: Formulation of intent to apply water to beneficial use, and adoption of resolution by Co-applicant Puckett. 44. Amount claimed: A. 380 acre feet, conditional. B. Rate of diversion in cfs for filling the off-channel reservoir is 10.0 cfs. 45. Uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, agricultural, irrigation, and augmentation. A. Total number of acres proposed to be irrigated: Up to 200 acres. B. Legal description of acreage to be irrigated: Co-applicants’ land within the Parachute Creek and Roan Creek basins, as shown in map attached to the application. 46. Surface area of high water line: 19.6 acres. A. Maximum height of dam: 30 feet. B. Length of dam: Approximately 2,480 feet. 47. Total capacity of reservoir: 380 acre-feet. Active capacity: 380 acre-feet. Dead storage: 0 acre-feet. 48. The land owner upon which this structure is located is Co-applicant Puckett, beneficial use will be within the Parachute Creek and Roan Creek basins. 49. The subject water right is an integral part of a

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unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW246, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. WHEREFORE, the Applicants pray this Court enter a decree: A. Granting the subject water storage rights as applied for herein; and B. Granting such other and further relief as the Court deems proper. (13 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 31. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW246 GARFIELD COUNTY. Parachute Creek, tributary to Colorado River. Puckett Land Company (“Puckett”), 5460 S. Quebec Street, #250, Greenwood Village, CO 80111-1917 (303) 773-1094 and Petroleum Development Corporation (“PDC”), 1775 Sherman Street, Suite 3000, Denver, CO 80203, (303) 860-5800 c/o Peter D. Nichols, Lisa M. Thompson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963 and Ramsey L. Kropf, Craig V. Corona, Patrick, Miller & Kropf, P.C., 730 E. Durant Avenue, Suite 200, Aspen, CO 81611, (970) 920-1028. FIRST CLAIM: SURFACE RIGHT. Name of structure: Parachute Creek PDC Diversion. Legal description of point of diversion: SE 1/4 SE 1/4 Section 8, Township 6 South, Range 96 West, 6th PM, at point approximately 355 feet from the south line and 1,240 feet from the east line. See map, Figure 1, Exhibit 1 attached to the Application. Source: Parachute Creek, tributary to the Colorado River. Appropriation: A. Date of initial appropriation: November 15, 2007. B.How appropriation was initiated: Field inspection, monumentation, survey, formulation of intent to apply water to beneficial use, diversion, application to beneficial use. C. Date water applied to beneficial use: November 15, 2007. Amount claimed: 2.0 cfs; absolute for industrial, commercial, energy exploration and development, mining, storage, evaporation; conditional for refining, power, domestic, irrigation, augmentation. Uses or proposed uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, agricultural, irrigation, and augmentation. A. Total number of acres proposed to be irrigated: Up to 200 acres. B. Legal description of irrigated acreage: Property within the Parachute Creek, Roan Creek and Colorado River basins, as shown in Exhibit 1 attached to the Application. Land Ownership: The land owner upon which this structure is located is Chevron Shale Oil Company, c/o Kevin Goldstein, Room 10-45, 11111 So. Wilcrest Drive, Houston, TX 77099; beneficial use will be within the Parachute Creek, Roan Creek and Colorado River basins. Water Supply System: The subject diversion is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW245, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, The Oil Shale Corporation (TOSCO) Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. SECOND CLAIM: SURFACE RIGHT. Name of structure: Forever Young PDC Diversion. Legal description of point of diversion: NW 1/4 SW 1/4 Section 11, Township 6 South, Range 97 West, 6th PM, at point approximately 1,345 feet from the south line and 1,265 feet from the west line. See Exhibit 1 to the Application. Source: Corral Gulch, tributary to Garden Gulch, tributary to Parachute Creek, tributary to the Colorado River. Appropriation: A. Date of initial appropriation: November 15, 2007. B. How appropriation was initiated: Field inspection, monumentation, survey, formulation of intent to apply water to beneficial use, diversion, application to beneficial use. C. Date water applied to beneficial use: November 15, 2007. Amount claimed: 1.0 cfs; absolute for industrial, storage, evaporation; conditional for refining, power, domestic, agricultural, irrigation, commercial, mining and augmentation. Uses or proposed uses: Industrial and commercial, including energy exploration and development, mining, storage, evaporation, refining, power, domestic, irrigation, agriculture, and augmentation. A. Total number of acres proposed to be irrigated: Up to 200 acres, cumulative irrigation with all rights applied for herein. B. Legal description of irrigated acreage: Property within the Parachute Creek, Roan Creek and Colorado River basins, as shown in Exhibit 1 to the Application. Land Ownership: The land owner upon which this structure is located is Co-applicant PDC; Berry Petroleum Co., f.k.a. Piceance Operating Co., LLC, 950 17th St., Suite 2400, Denver, CO 80202; Teton Piceance, LLC, 410 17th St., Suite 1850, Denver, CO 80202; and PGR Partners, LLC, 370 17th St., Suite 4300, Denver, CO 80202. Beneficial use will be made within the Parachute Creek and Roan Creek basins. Water Supply System: The subject diversion is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW245, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. THIRD CLAIM: EXCHANGE. Name of exchange: Parachute Creek Puckett Exchange. Description: The appropriative right of exchange will operate on the Colorado River and Parachute Creek. A. The upstream termini of the exchange will include: i. Parachute Creek PDC Diversion on Parachute Creek, as described above in the Second Claim. ii. The Rulison & Miller Ditch decreed point of diversion is located in Garfield County on the

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Colorado River in the SW1/4 SW1/4 of Section 35, Township 6 South, Range 95 West of the 6th P.M., at a point from whence the Southwest corner of said Section 35 bears South 64 degrees 27 minutes 44 seconds West, 234.98 feet, as decreed for 1.4 cfs (of which Co-applicant Puckett owns .51 cfs) on December 20, 1929 in Civil Action No. 103, District Court, Garfield County and as changed by decree entered April 24, 1997 in 95CW100, District Court, Water Division 5. B. Downstream Terminus: The Sinclair Oil & Gas Company Pumping Pipeline decreed point of diversion on the Colorado River, located in Garfield County on the northerly bank of the Colorado River at a point whence the West quarter corner of Section 23, Township 7 South, Range 96 West of the 6th P.M., bears S 62°50’ W, a distance of 4,605 feet, as decreed for 33 cfs (of which Co-applicant Puckett owns 60%) on November 10, 1966, in Civil Action No. 4914, District Court, Garfield County. C. Points of exchange within the exchange reach: Co-applicants claim the right to conduct exchanges from any of Co-applicants’ decreed or claimed points of diversion or alternate points of diversion within the exchange stream reach from which water can be diverted from or delivered to the Colorado River or Parachute Creek and located at above the decreed point of diversion for the Sinclair Oil & Gas Company Pumping Plant and Pipeline on the Colorado River, and then upstream to Parachute Creek PDC Diversion on Parachute Creek and/or the decreed point of diversion for the Rulison & Miller Ditch on the Colorado River. Manner of operation of the exchange: The exchange will be operated at times when the flows in the Colorado River and/or Parachute Creek are sufficient for the proposed exchange and all other lawful requirements for the exchange are satisfied. Sources of water and structures involved in the exchange, as shown on Exhibit 1 to the Application: A. Water supplied pursuant to Colorado River Water Conservation District Contract, CW06004, for 170 acre-feet, as may be amended in the future. B. Water supplied pursuant to West Divide Water Conservancy District Contract for 100 acre-feet, as may be amended in the future. C. Low Cost Ditch, the decreed diversion point is located in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth, as decreed for 5.0 cfs (of which Co-applicant Puckett owns .5 cfs) on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. D. Low Cost Ditch, First Enlargement, the decreed diversion point is located in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth, as decreed for 9.0 cfs (of which Co-applicant Puckett owns .5 cfs) on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. E. Low Cost Ditch, Yeoman Enlargement, the decreed diversion point is located in Garfield County on the east bank of Parachute Creek, about eight miles above the mouth, as decreed for 1.6 cfs (of which Co-applicant Puckett owns 1.1 cfs) on February 20, 1900, in Civil Action No. 770, District Court, Garfield County. F. Diamond Ditch, First Enlargement, the decreed diversion point is located in Garfield County on the West bank of Parachute Creek, about one and three-fourths miles above the mouth on Section 12, Township 7 South, Range 96 West, as decreed for 3.2 cfs on May 11, 1889, in Civil Action No. 103, District Court, Garfield County. G. Rulison & Miller Ditch, the decreed diversion point is located in Garfield County in the SW1/4 SW1/4 of Section 35, Township 6 South, Range 95 West of the 6th P.M., at a point from whence the Southwest corner of said Section 35 bears South 64 degrees 27 minutes 44 seconds West, 234.98 feet, as decreed for 1.6 cfs (of which Co-applicant Puckett owns .51 cfs) on December 20, 1929 in Civil Action No. 2748, District Court, Garfield County and as changed by decree entered April 21, 1997 in 95CW100, District Court, Water Division 5. H. Eaton Pipeline No. 1, the decreed diversion point is located in Garfield County in the SW 1/4 SW 1/4 Section 13, Township 7 South, Range 96 West, 6th PM, at point from whence the southwest corner of said Section 13 bears S 82° 27' 52" W a distance of 1,033.31 feet, as decreed for 10 cfs on July 9, 1965, in Civil Action No. 4954, District Court, Water Division 5, as changed by decree entered April 21, 1997 in 95CW100, District Court, Water Division 5. I. Sinclair Oil and Gas Company Pumping Plant and Pipeline, the decreed diversion point is located in Garfield County on the northerly bank of the Colorado River at a point whence the West quarter corner of Section 23, Township 7 South, Range 96 West of the 6th P.M., bears S 62°50’ W, a distance of 4,605 feet, as decreed for 33 cfs (of which Co-applicant Puckett owns 60%) on November 10, 1966, in Case No.CA 4914, District Court, Garfield County. J. DOW Pumping Plant and Pipeline, the decreed diversion point is located in Garfield County at a point on the northerly bank of the Colorado River, whence the East quarter corner of Section 6, T.7S., R.95W., 6th P.M., bears North 13 degrees 17 minutes East, 753 feet, as decreed for 178 cfs (of which Co-applicant Puckett owns 43 cfs) November 10, 1966, in Civil Action No. 4914, District Court, Garfield County. K. The Oil Shale Corporation Pumping Plant and Pipeline, the decreed diversion point is located in Garfield County on the right bank of the Colorado River at a point whence the SW corner of Section 32, T.6S., R.95W., 6th P.M., bears North 77 degrees 37 minutes West 122.16 feet, as decreed for 100 cfs (of which Co-applicant Puckett owns 60%) on November 10, 1966, in Civil Action No. 4914, District Court, Garfield County. An alternate point of diversion, decreed on December 29, 1975 in Case No. W-2785, District Court, Water Division 5, is on the right bank of the Colorado River at a point whence the East 1/4 corner of Section 6, T.7 South, R. 95 West of the 6th P.M. bears North 35 degrees 0 minutes East 1,880 feet. Date of initial appropriation: December 21, 2007. A. How the appropriation was initiated: Field inspection, mapping, entering contract, formulation of intent to apply water to beneficial use, and adoption of a resolution by Co-applicant Puckett. Amount claimed: 500 acre-feet, conditional. Rate claimed: 10.0 cfs, conditional and instantaneous maximum. Uses: Substitution and exchange. Operation: Co-applicants will operate the exchange either by diverting water from the Parachute Creek PDC Diversion, the Low Cost Ditch, the PDC Puckett Well Field, or Wheeler Gulch Well Field. Applicants seek to operate the exchange at any of these points, at the same time if necessary, and as alternate points of diversion to each other. However, the exchange, even if diverting at more than one alternate point, will be limited to a cumulative maximum total of 10.0 cfs. Water Supply System. The subject exchange is an integral part of a unified water supply. This system includes, among other things, but is not limited to the water rights concurrently applied for Case Nos. 07CW239, 07CW244, and 07CW245, the Thompson Creek Pipeline, the Thompson Creek Reservoir, Sinclair Oil and Gas Company Pumping Plant and Pipeline, the Oil Shale Corporation Pipeline and Pumping Plant, the DOW Pumping Plant and Pipeline, and the Eaton Pipeline No. 1. WHEREFORE, the

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Co-applicants pray this Court enter a decree: Granting the subject water rights as applied for herein and granting such other and further relief as the Court deems proper. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 32. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW247 Grand County, Fraser River. Application for Findings of Reasonable Diligence and to Make Certain Water Rights Absolute. Grand Elk Partners, LLC, c/o Jefferson V. Houpt, Beattie, Chadwick & Houpt, LLP, 932 Cooper Avenue, Glenwood Springs. (970) 945-8659. First Claim (for Diligence): Structure: Grand Elk Golf Diversion No. 1. Decreed: 12/17/01, Case No. 98CW311, District Court, Water Division No. 5. Legal description: at a point 1200 ft S of N line, 2400 ft E of W line of Sec 6, T 1 N, R 76 W, 6th P.M. By decree entered in Case No. 01CW354, District Court, Water Division No. 5, alternate points of diversion for this water right were established at the following locations: (1) Grand Elk Golf Diversion No. 1A, located in NW¼NE¼, Sec 6, T 1 N, R 76 W, 6th P.M. at a point on the Fraser River 900 ft S of N Sec Line, 2650 ft W of E Sec Line of Sec 6; and (2) Grand Elk Well No. 1, located in NW¼SW¼ of Sec 6, T 1 N, R 76 W, 6th P.M., at a point which is 2600 ft S of N Sec Line and 950 ft E of W Sec Line of Sec 6. Source: Fraser River, trib to the Colo. River. Appropriation date: 7/31/98. Amount: 10 c.f.s. Structure: Grand Elk Golf Diversion No. 2. Decreed: 12/17/01, Case No. 98CW311, District Court, Water Division No. 5. Legal description: at a point 1300 ft N of S line, 1500 ft W of E line of Sec 6, T 1 N, R 76 W, 6th P.M. By decree entered in Case No. 01CW354, District Court, Water Division No. 5, alternate points of diversion for this water right were established at the following points: (1) Grand Elk Golf Diversion No. 2A, located in NE¼SE¼, Sec 1, T 1 N, R 76½ W, 6th P.M. at a point on Ten Mile Creek 2610 ft S of N Sec Line, 90 ft W of E Sec Line of Sec 1; and (2) Grand Elk Well No. 1, located in the NW¼SW¼ of Sec 6, T 1 N, R 76 W, 6th P.M., at a point 2600 ft S of N Sec Line and 950 ft E of W Sec Line of Sec 6. Source: Ten Mile Creek, trib to Fraser River, trib to Colo. River. Appropriation date: 7/1/98. Amount: 10 c.f.s. Structures: Grand Elk Ponds A, B, C, D, E and F. Decreed: 12/17/01, Case No. 98CW311, District Court, Water Division No. 5. The original decree for Pond A First Enlargement was entered 5/31/07 in Case No. 01CW354, District Court, Water Division No. 5. Location, total volume, active volume, surface area, and dam height of each Pond: All legal

descriptions are in reference to the 6th P.M. Each of the Ponds is an off-channel pond, filled by Grand Elk Golf Diversion Nos. 1 and 2, described above. Sources: Fraser River and Ten Mile Creek. Appropriation date (for all six ponds): 7/31/98. The water will be used to be irrigate 110 acres in Grand County, Colorado, within Sec 1, T 1 N, R 76 ½ W, 6th P.M., and Sec 6 and 7, T 1 N, R 76 W, 6th P.M. Uses: irrigation, aesthetic, recreational, wildlife propagation and augmentation purposes. Conditional exchange: Blue River-Val Moritz Wells. Decreed: 12/17/01, Case No. 98CW311, District Court, Water Division No. 5. Downstream terminus: Confluence of Blue and Colo. Rivers. Upstream terminus: Val Moritz Well Nos. 1 through 4. Rate of exchange: 1.0 c.f.s., conditional, with an annual maximum of 33 af. Date of appropriation: July 1, 1998. Conditional exchange: Blue River-SCMGD. Decreed: 12/17/01, Case No. 98CW311, District Court, Water Division No. 5. Downstream terminus: Confluence of Blue and Colo. Rivers. Upstream terminus: Grand Elk Golf Diversion Nos. 1 and 2. Rate of exchange: 3.0 c.f.s., conditional. Date of appropriation: 7/1/98. Remarks: Pursuant to the decree entered in Case No. 01CW354, this exchange may be used to exchange water released from either Green Mountain Reservoir or Wolford Mountain Reservoir, provided that the volume of water so exchanged is limited to 50 af annually. Second Claim (to make absolute): Structure: Grand Elk Golf Diversion No. 1. Date of beneficial use: 7/20/02. Amount: 2.53 c.f.s. Uses: irrigation, aesthetic, wildlife propagation, recreation, and storage for subsequent application to these uses and augmentation. Place where water is applied to beneficial use: Grand Elk Ranch & Club, generally located in portions of the E ½ of Sec 1, T 1 N, R 76½ W, 6th P.M., Sec 6, T 1 N, R 76 W, 6th P.M. and the N ½ of Sec 7, T 1 N, R 76 W, 6th P.M., all within the Town of Granby. Structure: Grand Elk Golf Diversion No. 2. Date of beneficial use: 6/3/04. Amount: 1.43 c.f.s. Use: see above. Place where water is applied to beneficial use:

Pond Name

Total Capacity (AF)

Surface Area (Acres)

Dam Height (Feet)

Section Township Range Feet West of the East line

Feet South of the North line

A * 67 7 10 1 1 N 76½ W 280 2650 B 5 1.5 5 7 1 N 76 W 1250 2450 C 2 .3 5 7 1 N 76 W 1150 2720 D 3 .5 8 7 1 N 76 W 1000 2640 E 6 2.5 8 7 1 N 76 W 4250 1220 F 4 2 5 6 1 N 76 W 3250 4450

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Grand Elk Ranch & Club, generally located in portions of the E ½ of Sec 1, T 1 N, R 76½ W, 6th P.M., Sec 6, T 1 N, R 76 W, 6th P.M. and the N ½ of Sec 7, T 1 N, R 76 W, 6th P.M., all within the Town of Granby. Structure: Grand Elk Pond C. Date of beneficial use: 6/30/02. Amount: 2.0 af. Use: same as Golf Diversion No. 1. Place where water is applied to beneficial use: same as Golf Diversion No. 1. Structure: Grand Elk Pond E. Date of beneficial use: 6/30/02. Amount: 6.0 af. Use: see above. Place where water is applied to beneficial use: same as Golf Diversion No. 1. Structure: Grand Elk Pond F. Date of beneficial use: 6/30/02. Amount: 4.0 af. Uses: see above. Place where water is applied to beneficial use: same as Golf Diversion No. 1. Structure: Blue River-SCMGD Exchange. Date of beneficial use: 7/29/06. Amount: 2.15 c.f.s. Use: Augmentation. Place where water is applied to beneficial use: Water was released from Green Mountain Reservoir and exchanged to Grand Elk Golf Diversions Nos. 1 and 2 to replace out-of-priority depletions in accordance with the plan for augmentation approved in Case No. 98CW311. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 33. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW248 PITKIN COUNTY, Snowmass Creek, tributary of Roaring Fork River, Scott F. Sullan, c/o Scott Balcomb, Esq. and Scott Grosscup, Esq., Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, Colorado 81602 (970) 945-6546. APPLICATION FOR SURFACE WATER RIGHT, WATER STORAGE RIGHTS AND PLAN FOR AUGMENTATION WITH APPROPRIATIVE RIGHT OF EXCHANGE. This Application requests confirmation of a surface water right and two water storage rights and approval of a plan for augmentation to replace out-of-priority diversions associated with from the water storage rights. Maps depicting the general location and site plan for the water rights are attached to the Application as Figures 1 and 2. Surface Water Right. Sullan Enlargement of the Bright Ditch. Legal Description. The decreed location of the Bright Ditch is located whence the Northeast Corner of Lot 8, Section 2, T. 9 S., R. 86 West of the Sixth P.M. bears N., 13 degrees W. 1.015 ft. Source. Snowmass Creek, tributary to the Roaring Fork River. Date of Initiation of Approp. October 20, 2007. How initiated. Completion of pipeline used to fill pond and filling of ponds. How Approp. was Initiated. Filling of the Sullan East and Sullan West Ponds described below and placing water to beneficial use. Date Water Applied to Beneficial Use. October 20, 2007. Amt. Claimed: 1.0 cfs, absolute. Use. The Sullan Enlargement of the Bright Ditch will be used to fill and refill, in priority, the Sullan East and West ponds described below for recreational, fire protection, and aesthetic uses. Remarks. The Bright Ditch, and Sullan Enlargement of the Bright Ditch is a piped structure that diverts from Snowmass Creek to Applicant’s property. Water Storage Right. Sullan East Pond. Legal Description. The pond is located in the NW1/4 SW1/4 Sec. 2, T. 9 S., R. 86 West of the 6th P.M. at a point 1,530 ft. west of the east section line and 2,510 feet north of the south section line of said Sec. 2. Date of Approp. October 20, 2007. How initiated. Completion of pipeline used to fill pond and filling of ponds. Amt. Claimed: 0.14 a.f., absolute. Active Storage. 0.07 AF. Dead Storage. 0.07 AF. Surface Area. 2,551 square ft. Use. Recreation, fire protection, aesthetics. Rate of Filling. Not to exceed 1.0 cfs. Source. Sullan Enlarge. of the Bright Ditch. Remarks. The Sullan West Pond as constructed is lined with a synthetic liner and does not intercept groundwater. Water Storage Right. Sullan West Pond. Legal Description. The pond is located in the NW1/4 SW1/4 Sec. 2, T. 9 S., R. 86 West of the 6th P.M. at a point 1,770 ft. west of the east section line and 2,600 feet north of the south section line of said Sec. 2. Date of Approp. October 20, 2007. How initiated. Completion of pipeline used to fill pond and filling of ponds. Amt. Claimed. 0.32 AF, absolute. Active Storage. 0.0 AF., Dead Storage. 0.32 AF. Surface Area. 5,258 square ft., Length of Dam. The pond has been excavated out of the ground and does not have a dam. Uses. Recreation, fire protection, and aesthetic. Rate of Filling. Not to exceed 1.0 cfs. Source. Sullan Enlargement of the Bright Ditch described above. Remarks. The Sullan East Pond as constructed is lined with a synthetic liner and does not intercept groundwater. Plan for Augmentation. This Application requests approval of a plan for augmentation to account for out-of priority diversions associated with the Sullan West and East Ponds described above. Structures to be Augmented. Sullan Enlargement of the Bright Ditch, Sullan East and Sullan West Ponds. Water Rights to be Used for Augmentation. Applicant has applied for a water supply contract from the Basalt Water Conservancy District, in the amount of 1 acre foot of annual augmentation water releases from the sources described below to augment out-of-priority diversions. The contract amount includes an assumed ten percent transit loss associated with the augmentation releases. Actual transit losses will be determined and assessed at the time releases are made. Information from previous decree for Green Mountain Reservoir: Source: Blue River, tributary of Colorado River. Legal description: located approx/ 16 miles Southeast of the Town of Kremmling in Summit County, Colorado, and more particularly in all or parts of Secs. 11, 12, 13, 14, 15, and 24 of T. 2 S., R. 80 W., and in Secs. 17, 18, 19, 20, 21, 28, 29, and 34, T. 2 S., R. 79 W. of the 6th P.M. Adjudication Date: October 12, 1955. Approp. Date: August 1, 1935. Case No.: 2782, 5016, and 5017 Court: U.S. Dist. Court Dist. of Colorado. Decreed Amt: 154,645 a.f. Decreed Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled "Manner of Operation of Project Facilities and Auxiliary Facilities" in Senate Document 80. Info. from previous decree for Ruedi Reservoir: Source: Frying Pan River, tributary of Colorado River. Legal

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description: an on-channel reservoir located in Secs. 7, 8, 9, 11, and 14 through 18, T. 8 S., R. 84 W. of the 6th P.M. The reservoir is located in portions of Eagle and Pitkin Counties. Adjudication Date: June 20, 1958. Approp. Date: July 29, 1957. Case No.: C.A. 4613 Court: Garfield County Dist. Ct. Decreed Amt: 102,369 a.f. (Originally decreed for 140,697.3 a.f.; reduced to 102,369 a.f. in Case No. W-789-76). Decreed Uses: generation of electric energy, domestic, municipal, industrial, irrigation and stock watering. By decree of the Water Court in Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the amount of 101,280 acre feet, conditional. In Water Ct. Case No. 95CW95, 44,509 a.f. was made absolute. Information from previous decrees for Troy Ditch and Edith Ditch rights:

AMOUNT SOLD, TRANSFERRED OR RESERVED

AMOUNT REMAINING (10)

STRUCTURE

PRIORITY

COURT CASE NO.

ADJ DATE

APP DATE

DECREED AMOUNT (CFS)

USE (4)

(5) (6) (7) (8) (9) CFS AF

Troy Ditch (1)

370 3082 08/25/1936

05/01/1906

5.10 I 0.000 0.000 0.095

0.064

0.035 4.906 N/A

Troy Ditch 1st Enlg

427 3082 08/25/1936

05/01/1928

10.80 I 0.000 0.000 0.200

0.134

0.073 10.393

N/A

Troy Ditch 2nd Enlg

669 4613 06/20/1958

06/01/1942

6.20 I 0.000 0.000 0.115

0.077

0.042 5.966 N/A

Edith Ditch

353 3082 08/25/1936

05/01/1904

2.72 I 0.110 0.1320

0.050

0.000

0.018 2.410 N/A

Edith Ditch 1st Enlg

673 4613 06/20/1958

07/01/1946

3.23 I 0.000 0.000 0.060

0.000

0.022 3.148 N/A

Troy Ditch Water System aka Lower Headgate

(2) W-2281

15.50(3) I,D,M C,P

0.110 0.1320

0.520

0.275

0.190 14.273

412.89

(1) Originally diverted from Miller Creek. All others originally diverted from Frying Pan River. (2) Alternate point for all priorities of Troy and Edith Ditches. (3) Combined amount limited to 15.5 cfs and 453 AF of consumptive use, 300 AF of which can be stored. (4) I = Irrigation, D = Domestic, M = Municipal, C = Industrial and P = Piscatorial. (5) Transferred to Edith Ditch Well in Case No. 80CW1 with 1.0 AF. (6) Transferred to three springs on Cap K Ranch in Case No. 82CW189 (1.29 AF assumed to be included). (7) Deeded to George Yates with 15.4 AF in 1983. 0.2 cfs and 10.60 cfs was included in Case No. 82CW357 for Ruedi South

Shores augmentation plan. (8) Deeded to Joan Wheeler in 1987 for diversion at the Troy Ditch 1st and 2nd Enlargement (16.9 AF assumed to be included). (9) Reserved for augmentation of Cap K Ponds with 5.52 AF. Case No. 91CW220. (10) A total of 40.11 AF of the original 453.00 AF has been sold or transferred. In Case No. W-2281, Division 5, the Court decreed that 453 a.f. of annual consumptive-use credits were available to these ditches, and that 300 acre feet could be stored in an unnamed reservoir. The Basalt Water Conservancy District owns 412.89 a.f. of the 453 a.f., and makes the water rights available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. The Troy and Edith aug. water can be delivered to the Frying Pan, Roaring Fork or Colorado Rivers by by-passing water at the headgate on the Frying Pan River.

i. Information from previous decrees for Robinson Ditch rights:

STRUCTURE DECREED AMOUNT/ Cfs

AMOUNT OWNED BY BWCD (cfs)(1)

ADJ. DATE APP. DATE PRIORITY CASE NO. (2)

ROBINSON DITCH

5.00 1.21 05/11/1889 06/15/1882 38 132

ROBINSON DITCH

2.50 0.60 05/11/1889 04/15/1886 140 132

ROBINSON DITCH

2.00 0.48 05/11/1889 11/15/1886 167 132

ROBINSON DITCH

10.70 2.59 12/29/1903 04/25/1899 212C 1061

ROBINSON DITCH

20.06 4.85 08/25/1936 04/25/1900 326 3082

(1) The BWCD owns 441 shares of Class 1 stock issued by the Robinson Ditch Company. The said 441 shares equal 24.16% of the total shares and are associated with 9.73 cfs of the 40.26 cfs decreed to the Robinson Ditch.(2) District Court in and for Garfield County 1. Legal Description of Point of Diversion: The point of diversion as decreed is located on the North bank of the Roaring Fork River one-half mile below the mouth of Sopris Creek in Section 11, T. 8 S., R. 87 West, 6th P.M. 2. Historic Use: Irrigation of approximately 137.2 acres of hay and pasture under BWCD’s interest in the Robinson Ditch water rights. In Case No. 93CW319, the Court decreed that 360 acre feet of annual consumptive-use credits are associated with said irrigation. In that case, the Court also decreed a change of use of BWCD’s Robinson Ditch rights to include augmentation. BWCD makes the credits available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. Statement of Plan for Augmentation. Demands. This plan for augmentation replaces out-of-priority diversions made to fill the Sullan Ponds described above. The amount diverted will typically equal the evaporative losses from the ponds, but may also include diversions associated with recreation, fire protection or aesthetic uses. The combined surface area of the ponds totals 0.18 acre. Monthly evaporation is determined based upon the General Guidelines for Substitute Water Supply Plans Submitted to the State Engineer for elevations over 6,500 feet of the mean sea level. According to the National Oceanic and Atmospheric Administration’s Technical Report NWS 33, gross annual evaporation in the area is 44 inches. Mean monthly temperatures are based upon reported temperatures in Basalt, CO. Total annual evaporation from the ponds will be 0.62 acre feet. Replacements. During periods that a call has been made on the Colorado River or Roaring Fork River downstream of the confluence of the Roaring Fork River and the Fryingpan River, BWCD contract water will be released in an amount sufficient to offset the diversions made to the Sullan Ponds. The storage releases shall mitigate the potential injury to the stream downstream of the confluence of the Roaring Fork and Fryingpan Rivers, thereby allowing Applicant to continue diversions from the Sullan Enlargement of the Bright Ditch into the Sullan Ponds. A schedule of releases to offset diversions made to replace evaporative pond loss in the event of anticipated calls from the Colorado River is attached to the Application as Table 1. Senior water rights between the Sullan Enlargement of the Bright Ditch and the confluence of the Roaring Fork and Fryingpan Rivers may also place a call at which point Applicant will cease diversions by the Sullan Enlargement of the Bright Ditch. When this right is not in priority due to such a call, evaporation from the Sullan East and Sullan West Ponds will cause the water level to drop. If the augmentation plan is operated as described above, there will be no injury to other vested water rights. Appropriative Rights of Exchange. Applicant requests confirmation of appropriative rights of exchange to replace the out-of-priority evaporative loses from the water rights described herein by releases from Ruedi Reservoir or Green Mountain Reservoir. Downstream termini: For releases from Green Mountain Reservoir, the downstream terminus is the confluence of the Colorado and Roaring Fork Rivers for releases from Green Mountain Reservoir located in the SE1/4 of the NW1/4 of Sec. 9, T. 6 S., R. 89 West of the 6th P.M., at a point approx. 2,200 ft. from the north section line and 2,350 feet from the West section line. For releases from Ruedi Reservoir, the downstream terminus is the confluence of the Fryingpan and the Roaring Fork Rivers located in the SW1/4 of the SE1/4 of Sec. 7, T. 8 S., R. 86 West of the 6th P.M., at a point approx. 750 ft. from the South section line and 1,500 feet from the East section line. Upstream terminus Sullan Enlargement of the Bright Ditch, described in Paragraph 3 above. Maximum rate of exchange: Not to exceed 1.0 cfs (conditional); maximum volume of 1.0 acre foot annually. Date of appropriation: November 30, 2007. How appropriation was initiated: Filing of Application. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. The headgate of the Sullan Enlargement of the Bright Ditch is located on property owned by SM Coles LLC, 55 E. Thomas Road, Phoenix, AZ 85012. The Sullan East and Sullan West Ponds are located on property owned by the Applicant. (13 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as

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prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 34. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW249 GARFIELD COUNTY-HARRELSON DITCH, TRIBUTARY TO CATTLE CREEK, TRIBUTARY TO THE ROARING FORK RIVER. Carrie & Matthew Vickers; 0168 Cotton Hollow Lane; Carbondale, CO 81623 (970)945-5167. Harrelson Pond Lot 11 & Harrelson Ditch for Lot 11-Application for Finding of Diligence. Harrelson Pond Lot 11- NW¼SW¼ of Sec. 12, T.7S., R.88W. of the 6th P.M. 3,100 ft. from the South sec. line and 1,000 ft. From the West Sec. line. Amount: 0.5 af, conditional. Use: recreational, piscatorial, wildlife, stock watering and right to fill and refill in priority. Harrelson Ditch for Lot 11- NE¼SW¼ of Sec. 12, T.7S., R.88W. of the 6th P.M. 3,050 ft. from the north sec. line and 1,600 ft. from the West Sec. line. Amount: 0.15 cfs, conditional. Use: stock watering, wildlife, aesthetic, piscatorial, recreational and to fill Harrelson Pond. Appropriation for both structures: Sept. 1, 1990. An outline of work completed during diligence period is included in the application. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 35. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW250 EAGLE COUNTY. CATTLE CREEK ALLUVIUM. Ten Peaks Mesa Homeowners’ Association, c/o Ramsey L. Kropf, Esq. and Paul L. Noto, Esq., Patrick, Miller & Kropf, P.C. 730 E. Durant, Suite 200, Aspen, CO 81611, (970) 920-1028. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE CONDITIONAL WATER RIGHT ABSOLUTE IN PART. Name of structure: Ten Peaks Well No. 1. Date of original Decree: October 23, 1998. Date of Amended Decree: December 12, 2001. Consolidated Case Nos. 96CW378 and 96CW379. Court: District Court, Water Division No. 5. Legal description: A well situate in the SE ¼ of the SW ¼ of Section 4, Township 7 South, Range 87 West of the 6th P.M. at a point 350 feet North of the South Section line and 1600 feet East of the West Section line of said Section 4 (Eagle County). Source: Cattle Creek alluvium, tributary to the Roaring Fork and Colorado Rivers. Appropriation date: November 8, 1996. Amount: 0.1 cfs (45 gpm), conditional. Use: Domestic, irrigation, stockwatering and fire protection purposes. A detailed outline of work performed toward completion of the appropriation and application of water to the conditional uses decreed during the relevant diligence period, including expenditures is attached as Exhibit “B” to the application on, file with the Court. Claim to make absolute: Date: March 1, 2002. Amount: 25 gpm out of 45 gpm originally decreed. Use: Domestic, irrigation of 5,000 square feet, stock watering, and fire protection purposes. Description of place of use: Within Ten Peaks Mesa Subdivision, see Exhibit “A” on file with the Court. Name and address of the owner of land on which structure is located: X Bar Ranch, LLC, c/o Lucas Peck, Esq., Brandt Feigenbaum, P.C., 132 Midland Ave., Basalt, CO 81611. Name and address of the owner of land upon which the use of water occurs: Applicant. Remarks: The subject water right is a component part of an integrated water supply project decreed in Consolidated Case Nos. 96CW378 and 96CW379, as amended; 96CW380 and 96CW381. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 36. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW251 PITKIN COUNTY. DRY CREEK a/k/a HELL ROARING CREEK. Middle Ranch, LLC, c/o Patrick, Miller & Kropf, P.C., Scott C. Miller, Esq. and Craig V. Corona, Esq., 730 E. Durant Ave., Suite 200, Aspen, CO 81611, (970) 920-1028. APPLICATION FOR SURFACE WATER RIGHT. FIRST CLAIM. Name of structure: Middle Ranch Ditch No. 1. Legal description of point of diversion: The Middle Ranch Ditch No. 1 headgate is located in Pitkin County in the SE ¼, SW ¼, of Section 27, Township 8 South, Range 87 West, a distance of 350 feet from the South Section Line and 2,510 feet from the West Section Line. Source: An unnamed drainage tributary to Dry Creek a/k/a Hell Roaring Creek and all seeps, springs, drainages, tributaries, gullies,

DECEMBER 2007 RESUME WATER DIVISION 5

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gulches, and drainage ditches tributary to said unnamed drainage which in any way contribute water to said unnamed drainage. Said unnamed drainage is sometimes referred to as “Monique’s Gulch.” Dry Creek is tributary to West Sopris Creek, Sopris Creek, and the Roaring Fork River. See map attached hereto as Exhibit A. Date of initiation of appropriation: December 31, 2006. How appropriation was initiated: Formation of intent to apply water to beneficial use, filing of application in Case No. 06CW267. Date water applied to beneficial use: N/A. Amount claimed: 4.0 cfs, conditional. Proposed uses: Aesthetic, pond filling, and irrigation. Legal description of lands to be irrigated: Approximately 15 acres of land contained within the property depicted on Exhibit A and legally described in Exhibit B. If non-irrigation, describe purpose fully: Middle Ranch Ditch No. 1 will be used for aesthetic purposes and to fill and refill, in priority, the Middle Ranch Ponds for subsequent irrigation, augmentation, piscatorial, aesthetic, recreation, stockwatering and fire protection purposes as applied for in Case No. 06CW267. Applicant owns the land upon which the water will be beneficially used. The land on which the headgate and a portion of the ditch is located is owned by one of the following: James M. Boyle and Marta T. Riordan, 0016 Sage Rim Circle, Basalt, CO 81621; or Susan R. Halle Property Trust, c/o Peggy Lang, 20225 N Scottsdale Road, Scottsdale, AZ 85255; or Sopris Mountain Ranch Homeowners’ Association, c/o Henry Kagerer, Ranch Manager, 3708 W. Sopris Creek Road, Basalt, CO 81621. SECOND CLAIM Name of structure: Middle Ranch Ditch No. 2. Legal description of point of diversion: The Middle Ranch Ditch No. 2 headgate is located in Pitkin County in the SW ¼, SE ¼, of Section 27, Township 8 South, Range 87 West, a distance of 945 feet from the South Section Line and 2,560 feet from the East Section Line. Source: An unnamed drainage tributary to Dry Creek a/k/a Hell Roaring Creek and all seeps, springs, drainages, tributaries, gullies, gulches, and drainage ditches tributary to said unnamed drainage which in any way contribute water to said unnamed drainage. Said unnamed drainage is sometimes referred to as “Monique’s Gulch.” Dry Creek is tributary to West Sopris Creek, Sopris Creek, and the Roaring Fork River. See map attached hereto as Exhibit A. Date of initiation of appropriation: December 31, 2006. How appropriation was initiated: Formation of intent to apply water to beneficial use, filing of the application in Case No. 06CW267. Date water applied to beneficial use: N/A. Amount claimed: 4.0 cfs, conditional. Proposed uses: Aesthetic, pond filling, and irrigation. Legal description of lands to be irrigated: Approximately 25 acres of land contained within the property depicted on Exhibit A and legally described in Exhibit B. If non-irrigation, describe purpose fully: Middle Ranch Ditch No. 2 will be used for aesthetic purposes and to fill and refill, in priority, the Middle Ranch Ponds for subsequent irrigation, augmentation, piscatorial, aesthetic, recreation, stockwatering and fire protection purposes as applied for in Case No. 06CW267. Applicant owns the land upon which the structure is located and where the water will be beneficially used. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 37. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW252 GRAND COUNTY – WATER DISTRICT NO. 5. (1) Bridgette and Brian Deihl, Box 1147, Granby, CO 80446, (970)887-0306. (2) c/o John D. Walker, Cazier, McGowan & Walker, Box 500, Granby, Colorado 80446, (970) 887-3376. (3) Mirabito Well No. 1. (4) Application to Make Absolute and for Change in Water Right. (5) Source: Groundwater tributary to Smith Creek, tributary to the Colorado River. (6) Location: Well located in the NW1/4 NE1/4, Section 31, T2N, R76W of the 6th P.M., 550 feet from the North line and 1,650 feet from the East line. (7) Use: As decreed in 00CW297 - in-house, irrigation, and livestock watering. (8) Structure: Well. (9) Quantity: As decreed in 00CW297 – 6 gpm absolute, 9 gpm conditional. (10) Depth: 75 feet. (11) Exchange Water: Water allotment contract with Middle Park for Granby Reservoir and/or Wolford Mountain Reservoir for total exchange amount of 1.0 af/yr. (12) Exchange Reach: Colorado River from Well to a point where Granby Reservoir or Wolford Mountain Reservoir releases meet the Colorado River. (13) Applicants have placed conditional water rights awarded in 00CW297 to beneficial use. Applicants request an absolute water right on the conditional well right awarded in 00CW297 (9 gpm) for in-house, irrigation and livestock watering and further request an absolute water right on the conditional exchange decreed in 00CW297. (14) Applicants also request a change in the location of the Well to correct a ministerial error in 00CW297 (correction of Township from T3N to T2N). (15) Applicants request a change in the use of the Well to add commercial uses. Total consumptive use does not exceed the exchange amount decreed in 00CW297. Well permit, water allotment contract, map and tables attached to the application. (17 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601

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38. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW253 RIO BLANCO COUNTY, Piceance Creek. XTO Energy Inc., c/o David C. Hallford, Esq. and Scott Grosscup, Esq., Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, CO 81602 (970) 945-6546. Applicant requests a decree for two surface water rights that divert water from Piceance Creek and will be used to fill and refill three water storage ponds located on Applicant’s property. CLAIM FOR SURFACE WATER RIGHTS. Name of Structure: XTO North Pump Station. Legal Description: The point of diversion is located in the NE1/4 SW1/4, Sec. 36, T. 3 S., R. 95 West of the 6th P.M. at a point 1530 feet from the west line and 1520 feet from the south line of said Section 36. Source: Piceance Creek. Date of Approp.: July 16, 2007. How Appropriation was Initiated: Construction of facility. Date Water Applied to Beneficial Use: N.A. Pump station will divert in 2008. Amt. Claimed: 1 cfs, Conditional. Uses: Industrial, commercial and for filling and refilling of Piceance Pond, Confluence Pond, and McCarthy Gulch Pond for those uses. Name of Structure: XTO South Pump Station. Legal Description: The point of diversion is located in the SW1/4 SW1/4 of Sec. 1, T. 4 S., R. 95 West of the 6th P.M., at point 975 feet from the west line and 2850 feet from the south line of said Section 1. Source: Piceance Creek. Date of Approp.: July 16, 2007. How Approp. was Initiated: Construction of facility. Date Water Applied to Beneficial Use: N.A. Pump station will divert in 2008. Amt. Claimed: 2 cfs, cond. Uses: Industrial, commercial and for filling and refilling of Piceance Pond, Confluence Pond, McCarthy Gulch Pond for those uses. CLAIM FOR WATER STORAGE RIGHTS. Name of Reservoir: Piceance Pond. Legal Location: The Piceance Pond is within the SW1/4 of the NW1/4 of Sec. 36, T. 3 S., R. 95 West of the 6th P.M. More specifically, the center of the pond is located at Latitude 39`44'46.34" north and Longitude 108`00'39.69" west. Name and Capacity of Structure Used to Fill Reservoir: XTO North Pump Station and XTO South Pump Station described above. Source: Piceance Creek. Date of Approp.: July 16, 2007. How Appropriation was Initiated: Construction of Pond. Date Water Put to Beneficial Use: N.A. Pond will be used in 2008. Amt. Claimed: 7.0 AF, Conditional, with right to fill and refill in priority. Rate of Diversion for Filling Reservoir: up to 3 cfs. Uses: Industrial and commercial uses. Surface Area at High Water Line: 0.875 acre. Height of Embankment: 8 feet. Length of Dam: 125 feet. Total Capacity: 7.0AF. Active Storage: 7.0 AF. Dead Storage: 0 AF. Name of Reservoir: Confluence Pond. Legal Location: The Confluence Pond is in the SW1/4 of Section 36, Township 3 South, Range 95 West of the 6th P.M. More specifically, the center of the pond is located at Latitude: 39`44'26.28" north and Longitude: 108`00'30.23" west. Name and Capacity of Structure Used to Fill Reservoir: XTO North Pump Station and XTO South Pump Station described above. Source: Piceance Creek. Date of Approp.: July 16, 2007. How Approp. was Initiated: Construction of Pond. Date Water Put to Beneficial Use: N.A. The pond will be used in 2008. Amt. Claimed: 6.2 AF, Conditional, with right to fill and refill in-priority. Rate of Diversion for Filling Reservoir: Up to 3 cfs. Uses: Industrial and commercial uses: Surface Area at High Water Line: 0.885 acre. Height of Embankment: 7 feet. Length of Embankment: 175 feet. Total Capacity: 6.2AF. Active Storage: 6.2AF. Dead Storage: 0 AF. Name of Reservoir: McCarthy Gulch Pond. Legal Location: The pond is located in the NW1/4 NW1/4 of Section 1, Township 4 South, Range 95 West of the 6th P.M. More specifically, the center of the pond is located at Latitude: 39`44'13.47" north and Longitude: 108`00'47.48" west. Name and Capacity of Structure Used to Fill Reservoir: Runoff in McCarthy Gulch, and XTO North Pump Station and XTO South Pump Station as described above. Source: McCarthy Springs Gulch, a tributary to Piceance Creek, and Piceance Creek. Date of Appropriation: July 16, 2007. How Appropriation was Initiated: Construction of pond. Date Water Put to Beneficial Use: July 16, 2007. Amount Claimed: 1.0 AF, Absolute, with right to fill and refill in priority. Rate of Diversion for Filling Reservoir: Up to 3 cfs. Uses: Industrial and commercial uses. Surface Area at High Water Line: 0.5 acres. Height of Dam: 5 feet. Length of Dam: 100 feet. Total Capacity: 1.0 AF. Active Storage: 1.0 AF. Dead Storage: 0 AF. Name and address of owner of the land upon which diversion or storage structure or modification to any existing diversion or storage structure is or will be constructed: Applicant. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 39. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW254 WILLIAMS PRODUCTION RMT COMPANY, IN RIO BLANCO COUNTY. APPLICATION FOR CONDITIONAL WATER RIGHTS Applicant Williams Production RMT Company, (“Applicant”), by and through its undersigned

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attorneys, respectfully seeks a determination of conditional water rights, including direct flow, storage, and appropriative rights of exchange, associated with property Applicant owns in Rio Blanco County, Colorado. As grounds for the Application, Applicant states as follows: 1. Name, Address and Telephone Number of Applicant Williams Production RMT Company c/o Michael J. Gardner 1058 County Road 325 P.O. Box 370 Parachute, CO 81635 (970) 285-9377 x2714 Please direct all correspondence to: Christopher L. Thorne, Esq. Holland & Hart, LLP 555 Seventeenth Street, Suite 3200 Post Office Box 8749 Denver, Colorado 80201-8749 2.Overview of Application Applicant is the owner of property known as the Ryan Gulch Ranch (“Ranch”) located in Rio Blanco County, Colorado. The purpose of this application is to obtain determination of conditional water rights, including direct flow, storage, and appropriative rights of exchange, for a number of beneficial uses including without limitation the irrigation and enhancement of the Ranch property, and industrial uses associated with oil and gas and other mineral production. An area map depicting the Ranch property and the approximate location of the structures identified herein is attached hereto as Exhibit 1. CLAIM FOR CONDITIONAL DIRECT FLOW WATER RIGHTS 3. Name of Structure: Ryan Gulch Spring No. 1 Pump and Pipeline. A. Legal Description: Located in NE 1/4 of SW 1/4 Section 19, Township 2 South, Range 98 West of 6th P.M. at an approximate distance of 2,276 feet from the South Section Line and 2,460 feet from the West Section Line, in Rio Blanco County. B. Source: Naturally occurring spring in Ryan Gulch, tributary to Piceance Creek, tributary to the White River. C. Appropriation i) Date of appropriation: September 5, 2007. ii) How appropriation was initiated: By field inspection, selection of point of diversion and the formation of intent to appropriate water. iii) Date water was applied to beneficial use: Not applicable. D. Amount Claimed: 0.75 cubic feet per second (“cfs”), CONDITIONAL. 4.Name of Structure: Ryan Gulch Diversion Structure No. 1 Pump and Pipeline. A. Legal Description: Located in the NE 1/4 of the SW 1/4 of Section 19, Township 2 South, Range 98 West of 6th P.M. at an approximate distance of 2,351 feet from the South Section Line and 2,535 feet from the West Section Line, in Rio Blanco County. B. Source: Surface flows in Ryan Gulch, tributary to Piceance Creek, tributary to the White River. C. Appropriation i) Date of appropriation: September 5, 2007. ii) How appropriation was initiated: By field inspection, selection of point of diversion and the formation of intent to appropriate water. iii) Date water was applied to beneficial use: Not applicable. D. Amount Claimed: 5.0 cfs, CONDITIONAL. 5. Proposed Uses Commercial, mining, manufacturing, irrigation, domestic, construction, recreation, evaporation, augmentation, livestock watering, wildlife, piscatorial, fire protection, road construction and maintenance, dust suppression, and industrial uses, directly or by storage and exchange. Water diverted under the above-described rights will be put to direct use, stored for later use as provided herein, and used by substitution and exchange. In addition, such water may be used and successively used to extinction to the extent permitted by law. Lands proposed to be irrigated include approximately 60 acres located on Applicant’s Ranch in section 19, Township 2 South, Range 98 West of the 6th P.M. 6. Owners of Land Upon Which Structures Will be Located Applicant (see above). CLAIM FOR CONDITIONAL STORAGE RIGHTS 7. Names of Structures: Ryan Gulch Ranch (“RGR”) Ponds Nos. 1 through 5. A. Legal Descriptions: i) RGR Pond No. 1. An off-channel reservoir located in the SW 1/4 of the NE 1/4 of Section 19, Township 2 South, Range 98 West of the 6th P.M. in Rio Blanco County. The midpoint of the dam axis will be approximately 1,925 feet from the North Section Line and 3,605 feet from the West Section Line. ii) RGR Pond No. 2. An off-channel reservoir located in the SW 1/4 of the NE 1/4 of Section 19, Township 2 South, Range 98 West of the 6th P.M. in Rio Blanco County. The midpoint of the dam axis will be approximately 1,895 feet from the North Section Line and 3,295 feet from the West Section Line. iii) RGR Pond No. 3. An off-channel reservoir located in the SE 1/4 of the NW 1/4 of Section 19, Township 2 South, Range 98 West of the 6th P.M. in Rio Blanco County. The midpoint of the dam axis will be approximately 2,225 feet from the North Section Line and 2,040 feet from the West Section Line. iv) RGR Pond No. 4. An off-channel reservoir located in the SE 1/4 of the NW 1/4 of Section 19, Township 2 South, Range 98 West of the 6th P.M. in Rio Blanco County. The midpoint of the dam axis will be approximately 2,430 feet from the North Section Line and 2,185 feet from the West Section Line. v) RGR Pond No. 5. An off-channel reservoir located in the SE 1/4 of the NW 1/4 of Section 19, Township 2 South, Range 98 West of the 6th P.M. in Rio Blanco County. The midpoint of the dam axis will be approximately 2,515 feet from the North Section Line and 2,430 feet from the West Section Line. B. Points of diversion: i) Ryan Gulch Spring No. 1 Pump and Pipeline (see above). ii) Ryan Gulch Diversion Structure No. 1 (see above). C. Appropriation: i) Date of appropriation for RGR Ponds Nos. 1 through 5: September 5, 2007. ii) How appropriation was initiated: By field inspection, selection of point of diversion and the formation of intent to appropriate water. iii).Date water was applied to beneficial use: Not applicable. D. Amounts Claimed: i) Applicant claims the following amounts for the RGR Ponds Nos. 1 through 5: 1. RGR Pond No. 1: 4.5 acre feet, CONDITIONAL. 2. RGR Pond No. 2: 4.6 Acre feet, CONDITIONAL. 3. RGR Pond No. 3: 4.1 Acre feet, CONDITIONAL. 4. RGR Pond No. 4: 7.2 Acre feet, CONDITIONAL. 5. RGR Pond No. 5: 6.7 Acre feet, CONDITIONAL. ii) The actual capacities of the individual ponds as constructed may vary from the amounts set forth above; however, the aggregate amount of storage claimed for all ponds is 27.1 acre-feet, CONDITIONAL. Such storage may occur in any combination of the above-referenced ponds. iii) Rates of diversion for filling RGR Ponds Nos. 1 through 5: 1. From Ryan Gulch Spring No. 1 Pump and Pipeline: 0.75 cfs. 2. From Ryan Gulch Diversion Structure No. 1 Pump and Pipeline: 5.0 cfs. iv)Applicant claims the right to fill and refill the RGR Ponds without limitation when in priority. 8. Proposed Uses Same as above (see paragraph 5) 9. Owners of Land Upon Which Structures Will be Located: Applicant (see above). CLAIM FOR CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE 10. Description of claimed exchanges: During periods of valid call by senior water rights, Applicant claims the right to release stored water to the Ryan Gulch drainage from any or all of the RGR Ponds Nos. 1 through 5 as claimed herein, and to simultaneously divert such water by exchange at either the Ryan Gulch Spring No. 1 Pump and Pipeline or the Ryan Gulch Diversion No. 1 Pump and Pipeline. 11. Exchange Reach: The exchanges claimed herein will take place on that reach of Ryan Gulch

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that lies between the points of diversion identified above, and the points of release from storage in RGR Pond Nos. 1 through 5, all of which are located in Section 19, Township 2 South, Range 98 West of the 6th Prime Meridian in Rio Blanco County. There are no intervening water rights in the exchange reach. A. Exchange To Points: i) Ryan Gulch Spring No. 1 Pump and Pipeline (see above). ii) Ryan Gulch Diversion Structure No. 1 (see above). B. Exchange From Points: Outlet works to RGR Ponds Nos. 1 through 5 (see above). 12. Appropriation: A. Date of appropriation of exchanges: September 5, 2007. B. How appropriation was initiated: By field inspection, selection of point of diversion and the formation of intent to appropriate water. C. Date water was applied to beneficial use: Not applicable. 13. Rate of Exchange: A. To Ryan Gulch Spring No. 1 Pump and Pipeline: 0.75 cfs, CONDITIONAL. B. To Ryan Gulch Diversion Structure No. 1 Pump and Pipeline: 5.0 cfs, CONDITIONAL. 14. Proposed Uses: Same as above (see paragraph 5). GENERAL REMARKS 15. The RGR Ponds Nos. 1 through 5 will be non-jurisdictional structures with maximum dam heights of less than 10 feet. Individual pond sizes may vary, and the total aggregate storage volume at high water line of all ponds will not exceed 27.1 acre feet. 16. The water rights claimed herein comprise Applicant’s Ryan Gulch Water Supply Project (“Project”). The subject water rights can and will be diverted, stored, or otherwise captured, possessed and controlled and will be beneficially used and the Project can and will be completed with diligence and within a reasonable time. The Project is being developed as an integrated water supply project, and diligent application of efforts on one aspect of the project should be considered as diligence on the Project as a whole. 17. Applicant will install and maintain all necessary measuring devices for administration of the subject water rights. 18. There is water available for appropriation in the White River basin and the water rights claimed herein will not injure other water rights. WHEREFORE, Applicant requests that this Court enter a judgment and decree which: A. Finds that all notice and jurisdictional requirements have been met, including, without limitation, as required under C.R.S. § 37-92-302; B. Finds that water is available for appropriation and can and will be diverted, stored, or otherwise captured, possessed and controlled, and beneficially used, under the water rights claimed herein, within a reasonable time; C. Finds that no material injury will result to the vested water rights of others from operation of the conditional water rights as described in this application; and D. Grants to Applicant such other relief as the Court deems just and proper. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 40. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW255 Eagle County - Lake Creek, tributary to Eagle River. Application for Change in Place of Use of Water Right. Frederick D. Green, c/o Scott Balcomb, Christopher L. Geiger, Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, CO 81601, (970) 945-6546. Claim For Change in Place of Use Of Water Right. Decreed water rights for which change is sought: J.M. Dodd Ditch, Priorities 82A and 114. Info. from original Decree for subject water rights: Decree dates: Priority 82A – 12/17/1889, Case No. C.A. 294, Water Division No. 5, State of Colorado; Priority 114 – 06/29/1894, Case No. C.A. 294, Water Division No. 5, State of Colorado. Decreed point of diversion: At a point whence the NW corner of the SW1/4 SE1/4 of Sec. 7, T. 5 S., R. 82 W., bears W. 640 ft. The point of diversion may also be described as a point in the SW1/4 of the SE1/4 of Sec. 7, T. 5 S., R. 82 W., of the 6th P.M., located approximately 1000 ft. from the S. Sec. line and 1700 ft. from the E. Sec. line. Appropriation dates: Priority 82A – 06/15/1886; Priority 114 – 05/01/1892. Amount: Priority 82A – 3.2 c.f.s., of which 0.80 c.f.s. is owned by Applicant and the subject of this application. Priority 114 – 3.0 c.f.s., of which 0.75 c.f.s. is owned by Applicant and the subject of this application. Historical Use: Applicant’s interest in the J.M. Dodd Ditch has historically been used to irrigate approximately 10.4 acres on Applicant’s property. The location of this historically irrigated 10.4 acres is shown on the map attached to the application on file with the court as Exhibit A and incorporated by this reference. The historically irrigated 10.4 acres lies below the J.M. Dodd Ditch lateral serving Applicant’s property. Diversion records for the J.M. Dodd Ditch are attached to the application on file with the court as Exhibit B and incorporated by this reference. Proposed change: Applicant will change the place of use of the subject water rights within Applicant’s property by removing from irrigation 2.88 historically irrigated acres on the property, and irrigating in its place 2.88 acres not historically irrigated under the subject water rights. The place of use will vary slightly, the points of diversion from Lake Creek and of delivery onto Applicant’s property will remain unchanged, and Applicant’s engineering consultant has determined that return flow patterns will also remain unchanged. The historically irrigated acreage and the new acreage to be irrigated under the subject water rights are located within the SW1/4 of the SW1/4 of Sec. 5, T. 5 S., R. 82 W. of the 6th P.M. See map attached to the application on file with the court as Exhibit C and incorporated by this reference. The 2.88 acres included within the designated dry up area for the change in place of use includes: 1.4 acres removed from irrigation of dry up for construction of a privacy berm on the north side of Applicant’s property – said berm covers 1.64 acres but Applicant will continue to irrigate 0.24 of these acres to support trees; and 0.19 acres removed from irrigation for the existing barn area; and 1.29 acres which will be removed from irrigation in the NW corner of the property. The designated dry up acreage is depicted on Exhibits A and C to this application. The 2.88 acres to be irrigated in place of the 2.88 acres

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within the designated dry up area includes: 2.64 acres around Applicant’s house within the property; and 0.24 acres of trees planted within a privacy berm on the east side of applicant’s property. The 2.88 acres to be irrigated in place of the designated dry up area is depicted on Exhibits A and C to this application. Names and addresses of owners of land on which any new, enlarged or modified structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: Applicant. (5 pages plus exhibits). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 41. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW256 –PITKIN COUNTY- Clear W Ranch, LLC, c/o Oates Knezevich Gardenswartz & Kelly, P.C. Anne Marie McPhee, 533 E. Hopkins Avenue, 3rd Floor, Aspen, CO 81611, (970) 920-1700. APPLICATION FOR SURFACE AND STORAGE WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION. Claim For Surface Water Right: Name of structure: McKenzie Wildcat Ditch-Clear W Enlargement. Legal description of each point of diversion: The McKenzie Wildcat Ditch diverts from the east bank of East Snowmass Creek at a point whence the NE corner of Sec. 9, T. 10 S., R. 86 W. of the 6th P.M. bears N. 31 deg. 26’ W. 2,084 feet. Source: East Snowmass Creek, trib. to Snowmass Creek, trib. to the Roaring Fork River, trib. to the Colorado River. Date of approp.: 9/15/2007. How approp. initiated: Site visit, development of intent to appropriate water for beneficial use and initiation of engineering studies and landscaping plans. Date water applied to beneficial use: N/A. Amount claimed: 2.0 cfs, cond. Use: Fill and refill of Clear W Pond Nos. 1 and 2, described below, irr., pisc., rec. and augmentation. Number of acres proposed to be irrigated: Supplemental irrigation of 80 acres via Clear W Pond Nos. 1 and 2, which shall serve as operational ponds. Legal description: 80 acres located in the S1/2SW1/4 of S. 23, W1/2 of S. 26 and NW1/4NW1/4 of S. 35, all in T. 9 S., R. 86 W. of the 6th P.M. If non-irrigation, describe purpose fully: Fill and refill of Clear W Pond Nos. 1 and 2, pisc., rec. and augmentation of evaporation from Clear W Pond Nos. 1 and 2. Remarks: The McKenzie Wildcat Ditch-Clear W Enlargement will only divert water when in priority. No diversions will occur when water from East Snowmass Creek is not legally and physically available. Second Claim, Storage Water Right: Name of Reservoir: Clear W Pond No. 1. Legal description of location of dam: The outlet of the pond is located in the NW ¼NW ¼ of S. 26, T. 9 S., R. 86 W. of the 6th P.M., 1000 ft. from the N. section line, 1800 ft. from the W. section line. Name and capacity of ditches used to fill reservoir, and legal description of each point of diversion: McKenzie Wildcat Ditch and McKenzie Wildcat Ditch-Clear W Enlargement, described above, both of which divert from the east bank of East Snowmass Creek at a point whence the NE corner of Sec. 9, T. 10 South, R. 86 W. of the 6th P.M. bears N. 31 deg. 26’ W. 2,084 feet. Source: East Snowmass Creek, trib. to Snowmass Creek, trib. to the Roaring Fork River, trib. to the Colorado River. Date of approp.: 9/15/2007. How approp. was initiated: By initiating construction and fill of the pond. Date water applied to beneficial use: N/A. Amt. claimed: 18 a.f., cond. If off-channel reservoir, rate of diversion in cfs for filling the reservoir: 2.0 cfs, cond. Use: Number of acres historically irrigated: N/A. Total number of acres proposed to be irrigated: Supplemental irrigation of 80 acres. Legal description: 80 acres located in the S1/2SW1/4 of S. 23, W1/2 of S. 26 and NW1/4NW1/4 of S. 35, all in T. 9 S., R. 86 W. of the 6th P.M. If non-irrigation, describe purpose fully: Fire protection, pisc., wildlife watering, rec., aesthetic. Surface area of high water line: 3.0 acres. Max. height of dam in ft: N/A. The Clear W Pond No. 1 is an excavated pond. Length of dam in f.t: N/A. Total capacity of reservoir: 18.0 a.f. Active capacity: 18.0 a.f. Dead storage: 0.00 a.f. Remarks: The Clear W Pond No. 1 is partially constructed and has historically filled with water from McKenzie Wildcat Ditch. The McKenzie Wildcat Ditch-Clear W Enlargement shall also be used to fill the pond as part of a re-circulating system between Clear W Pond No. 1 and Clear W Pond No. 2, described below. Clear W Pond No. 1 will serve as an operational pond for the McKenzie Wildcat Ditch and McKenzie Wildcat Ditch – Clear W Enlargement direct flow irrigation rights. Third Claim, Storage Water Right: Name of Reservoir: Clear W Pond No. 2. Legal description of location of dam: Outlet of the pond is located in the NW ¼NW ¼ of S. 26, T. 9 S., R. 86 W. of the 6th P.M. at a point 1100 ft. from the N. Sec. line and 450 feet from the W. section line. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: McKenzie Wildcat Ditch-Clear W Enlargement, 2.0 cfs, described above. Source: East Snowmass Creek, trib. to Snowmass Creek, trib. to the Roaring Fork River, trib. to the Colorado River. Date of approp.: 9/15/2007. How appropriation was initiated: Site visit, development of intent to appropriate water for beneficial use and initiation of engineering studies and landscaping plans. Date water applied to beneficial use: N/A. Amount claimed: 8 a.f., cond. If off-channel reservoir, rate of diversion in cfs for filling the reservoir: 2.0 cfs, cond. Use: Number of acres historically irrigated: N/A. Total number of acres proposed to be irrigated: 80 acres. Legal description: 80 acres located in the S1/2SW1/4 of Sec. 23, W1/2 of S. 26 and NW1/4NW1/4 of Sec. 35, all in T. 9 S., R. 86 W. of the 6th P.M. If non-irrigation, describe purpose fully: Fire protection, piscatorial, wildlife watering, rec., aesthetic. Surface area of high water line: 1.5 acres. Maximum height of dam in ft: 5 ft. The Clear W Pond No. 2 will be a partially excavated pond. Length of dam in feet: 250 ft. Total capacity of reservoir in a.f.: 8.0 a.f. Active capacity: 8.0 a.f. Dead storage: 0.00

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a.f. Remarks or any other pertinent information: The Clear W Pond No. 2 will be filled with water from McKenzie-Wildcat Ditch – Clear W Enlargement. Water can be pumped from Clear W Pond No. 1 to Clear W Pond No. 2. The pond will be used as part of a re-circulating system between Clear W Pond No. 1, described above and Clear W Pond No. 2. The pond will serve as an operational pond for the McKenzie Wildcat Ditch and McKenzie Wildcat – Clear W Enlargement direct flow irrigation rights. Fourth Claim, Approval of Plan For Augmentation: Names of structures to be augmented: Clear W Pond Nos. 1 and 2, described above. Water rights diverted from structures: McKenzie Wildcat Ditch and McKenzie Wildcat Ditch – Clear W Enlargement. Previous decrees for water rights to be used for augmentation: Basalt Water Conservancy District (BWCD) water allotment. Information from previous decree for Green Mountain Reservoir: Source: Blue River, trib. of Colorado River. Legal description: located approximately 16 miles SE of the Town of Kremmling in Summit County, CO, and more particularly in all or parts of S. 11, 12, 13, 14, 15, and 24 of T. 2 S., R. 80 W., and in S. 17, 18, 19, 20, 21, 28, 29, and 34, T. 2 S., R. 79 W. of the 6th P.M. Adj. Date: 10/12/1955. Approp. Date: 8/1/1935. Case No.: 2782, 5016, and 5017. Court: U.S. District Court, Dist. of Colorado. Decreed Amt: 154,645 a.f. Decreed Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled "Manner of Operation of Project Facilities and Auxiliary Facilities" in Senate Doc. 80. Information from previous decree for Ruedi Reservoir: Source: Frying Pan River, trib. of Colorado River. Legal description: an on-channel reservoir located in S. 7, 8, 9, 11, and 14 through18, T. 8 S., R. 84 W. of the 6th P.M. The reservoir is located in portions of Eagle and Pitkin Counties. Adjud. Date: 6/20/1958. Approp. Date: 7/19/1957. Case No.: C.A. 4613. Court: Garfield County Dist. Court. Decreed Amt.: 102,369 a.f. (Originally decreed for 140,697.3 a.f.; reduced to 102,369 a.f. in Case No. W-789-76) Decreed Uses: generation of electric energy, domestic, municipal, industrial, irrigation and stock watering. By decree of the Water Court in Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the amount of 101,280 a.f., cond. In Water Court Case No. 95CW95, 44,509 a.f. was made absolute. Information from previous decrees for Troy Ditch and Edith Ditch rights: Structure: Troy Ditch (originally diverted from Miller Creek. All others originally diverted from Frying Pan River. Priority: 370. Court Case No. 3082 Adj. Date: 8/25/1936. App. Date: 5/01/1906 Decreed Amt.: 5.10 cfs. Use: Irri. Structure: Troy Ditch 1st Enlg. Priority: 427. Court Case No.: 4613. Adj. Date: 8/25/1936. App. Date: 5/01/1906. Decreed Amt.: 10.80 cfs. Use: Irr. Structure: Troy Ditch 2nd Enlg. Priority: 669. Court Case No. 4613. Adj. Date: 6/20/1958. App. Date: 6/01/1942 Decreed Amt.: 6.20 cfs. Use: Irr. Structure: Edith Ditch. Priority: 353. Court Case No. 3082. Adj. Date: 8/25/1936. App. Date: 5/01/1904. Decreed Amt: 2.72 cfs. Use: Irr. Structure: Edith Ditch 1st Enlg. Priority: 673. Court Case No.: 4613. Adj. Date: 6/20/1958. App Date: 7/01/1946. Decreed Amt.: 3.23 cfs. Use.: Irr. Structure: Troy Ditch Water System aka Lower Headgate. Priority: Alternate point for all priorities of Troy and Edith Ditches. Court Case No.: W-2281. Adj. Date: N/A. App. Date: N/A. Decreed Amt.: 15.50 cfs (Combined amt. limited to 15.5 cfs and 453 a.f. of consumptive use, 300 a.f. or which can be stored). Use: Irr., Dom., Mun., Ind. and Pisc. In Case No. W-2281, Division 5, the Court decreed that 453 a.f. of annual consumptive-use credits were available to these ditches, and that 300 a.f. could be stored in an unnamed reservoir. The BWCD owns 412.89 a.f. of the 453 a.f., and makes the water rights available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. The Troy and Edith augmentation water can be delivered to the Frying Pan, Roaring Fork or Colorado Rivers by by-passing water at the headgate on the Frying Pan River. Information from previous decrees for Robinson Ditch rights: Structure: Robinson Ditch. Priority 38: Decreed Amt.: 5.00 cfs. Amt. Owned by BWCD ( The BWCD owns 441 shares of Class 1 stock issued by the Robinson Ditch Company. The said 441 shares equal 24.16% of the total shares and are associated with 9.73 cfs of the 40.26 cfs decreed to the Robinson Ditch). Adj. Date: 5/11/1889. App. Date: 06/15/1882. Case No. (Dist. Court in and for Garfield County): 132. Priority 140: Decreed Amt.: 2.50 cfs. Amt. Owned by BWCD: 60 cfs. Adj. Date: 5/11/1889. App. Date: 4/15/1886. Case No.: 132. Priority 167: Decreed Amt.: 2.00 cfs. Amt. Owned by BWCD: 0.48 cfs. Adj. Date: 5/11/1889. App. Date: 11/15/1886. Case No.: 132. Priority 212C: Decreed Amt. 10.70 cfs. Amt. Owned by BWCD: 2.59 cfs. Adj. date: 12/29/1903. App. Date: 4/25/1899. Case No.: 1061. Priority 3082: Decreed Amount: 20.06 cfs. Amt. Owned by BWCD: 4.85 cfs. Adj. Date: 8/25/1936. App. Date: 04/25/1900. Case No.: 3082. Legal Description of Point of Diversion: The point of diversion as decreed is located on the N. bank of the Roaring Fork River one-half mile below the mouth of Sopris Creek in S. 11, T. 8 S., R. 87 W., 6th P.M. Historic Use: Irr. of approximately 137.2 acres of hay and pasture under BWCD’s interest in the Robinson Ditch water rights. In Case No. 93CW319, the Court decreed that 360 af of annual consumptive-use credits are associated with said irrigation. In that case, the Court also decreed a change of use of BWCD’s Robinson Ditch rights to include augmentation. BWCD makes the credits available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. Clear W Pond No. 2, described above. McKenzie Wildcat Ditch: Date of Original Decree: 8/25/1963. Case No: Civil Action 3082. Court: Dist. Court, Water Div. 5. Type of water right: Surface. Legal description of point of diversion: The Ditch diverts from the E. bank of East Snowmass Creek at a point whence the NE corner of S. 9, T. 10 S., R. 86 W. of the 6th P.M. bears N. 31 deg. 26’ W. 2,084 feet. Source: East Snowmass Creek, trib. to Snowmass Creek, trib. to Roaring Fork River, trib. to Colorado River. Approp. Date: 9/5/1906. Amt: 23.14 cfs. Applicant owns the right to use 3.5 cfs of the McKenzie-Wildcat Ditch. Decreed and historic use: Irrigation. Historic use: The McKenzie Wildcat Ditch has historically irrigated approximately 268 acres. Applicant’s interest in the McKenzie-Wildcat Ditch of 3.5 cfs has historically irrigated 85 of those acres. Statement of plan for augmentation: Applicant intends to rely on a combination of three different augmentation sources to replace out-of-priority evaporation from the Clear W Pond Nos. 1 and 2 year round. Total annual evaporation from the Clear W Ponds will be 15.83 a.f. The calculations for open water surface evaporation from the ponds are attached as Table 1. Whenever there is a call on the Colorado River or the Roaring Fork River below its confluence with the Fryingpan River, Applicant will rely pursuant to a water allotment contract on releases of BWCD water from either Ruedi Reservoir or Green Mountain Reservoir to replace out-of-priority depletions from the Clear W Ponds. Whenever a call occurs on

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Snowmass Creek below the headgate of the McKenzie Wildcat Ditch or on the Roaring Fork River between the confluences of the Roaring Fork River with Snowmass Creek and Fryingpan River that cannot be satisfied with BWCD augmentation water releases, Applicant will rely on a combination of consumptive use credits from the dry-up of lands historically irrigated by the McKenzie-Wildcat Ditch and releases of water from Clear W Pond No. 2 to replace evaporation from Clear W Pond No. 1. The McKenzie-Wildcat Ditch has historically irrigated 85 acres on Applicant’s property. Applicant has identified 5 acres of historically irrigated land that will be taken out of irrigation, including a 3.5 acre section on the eastern side of the historically irrigated lands and 1.5 acres under the Clear W Pond No. 2. The dry-up of five acres will yield an annual irrigation credit of 6.96 af. The calculations for consumptive use of irrigated pasture grass at the property are attached as Table 2. No dry-up is claimed under the existing Clear W Pond No. 1 as it is an existing pond. In order to prevent the irrigation water historically used on the land to be dried up from being used on other land and ensure no expansion of the water right occurs, 0.125 cfs of Applicant’s interest in the McKenzie-Wildcat Ditch shall be bypassed at the headgate of the ditch. When releases from Clear W Pond No. 2 to Clear W Pond No. 1 are required to replace evaporation from Clear W Pond No. 1, Clear W Pond No. 2’s water surface will drop and will not be allowed to increase until its filling right is back in priority. Table 3 presents the operational schedule for augmenting out-of-priority evaporation using dry-up credits and releases from Clear W Pond. Name and address of owner of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. (14 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 42. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW257 (00CW278) IN PITKIN COUNTY, COLORADO. APPLICATION FOR FINDING OF REASONABLE DILIGENCE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF ASPEN VALLEY RANCH, LLC, IN PITKIN COUNTY, COLORADO. DISTRICT COURT, WATER DIVISION NO. 5, STATE OF COLORADO, 109 - 8th Street, Suite 104, Glenwood Springs, CO 81601. 1. Name and Address of Applicant: Aspen Valley Ranch, LLC, 100 Obermeyer Place, #106, Aspen, Colorado 81611. Direct all pleadings to: Kristin H. Moseley, Katherine A.D. Ryan, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302. 2. Name of Structures: A. West Ranch Well No. 2. B. Lot 1 Well. C. Lot 2 Well. D. Lot 3 Well. E. West Ranch Pond No. 2. F. Lot 1 Pond. G. Lot 2 Pond. H. Lot 3 Pond. I. Waco Ditch AVR Junior Enlargement. 3. Description of Conditional Water Rights: A. Description of Underground Water Rights: 1. Original Decree: West Ranch Well No. 2, Lot 1 Well, Lot 2 Well, and Lot 3 Well were decreed by the District Court in and for Water Division No. 5 in Case No. 00CW278, dated December 9, 2001. 2. Decreed Locations: (a) West Ranch Well No. 2 is located in the NE1/4 SW1/4 of Section 5, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 1,600 feet from the south section line and 1,600 feet from the west line of said Section 5. (b) Lot 1 Well is located in the SE1/4 SW1/4 of Section 4, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 820 feet from the south section line and 1,380 feet from the west line of said Section 4. (c) Lot 2 Well is located in the SW1/4 SW1/4 of Section 4, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 910 feet from the south section line and 550 feet from the west line of said Section 4. (d) Lot 3 Well is located in the SW1/4 SW1/4 of Section 4, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 215 feet from the south section line and 1,200 feet from the west line of said Section 4. 3. Source: Groundwater tributary to Dry Woody Creek, a tributary of the Roaring Fork River, for each well. 4. Appropriation Date: December 22, 2000, for each well. 5. Amount: (a) For West Ranch Well No. 2: 0.067 c.f.s., 3.58 a.f., conditional. (b) For Lot 1 Well, Lot 2 Well, and Lot 3 Well: 0.033 c.f.s., 0.56 a.f., conditional. 6. Decreed Uses: (a) For West Ranch Well No. 2: Domestic, including 7,500 square-feet of lawn and landscape irrigation. (b) For Lot 1 Well, Lot 2 Well, and Lot 3 Well: Domestic, including 10,000 square-feet of lawn and landscape irrigation, for each well. B. Description of Storage Water Rights: 1. Original Decree: West Ranch Pond No. 2, Lot 1 Pond, Lot 2 Pond, and Lot 3 Pond were decreed by the District Court in and for Water Division No. 5 in Case No. 00CW278, dated December 9, 2001. 2. Decreed Locations: (a) West Ranch Pond No. 2 is located in the NE1/4 SW1/4 of Section 5, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 1,500 feet from the south section line and 1,500 feet from the west line of said Section 5. (b) Lot 1 Pond is located in the SW1/4 SW1/4 of Section 4, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 675 feet from the south section line and 1,050 feet from the west line of said Section 4. (c) Lot 2 Pond is located in the SW1/4 SW1/4 of Section 4, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 825 feet from the south section line and 350 feet from the west line of said Section 4. (d) Lot 3 Pond is located in the SW1/4 SW1/4 of Section 4, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County, Colorado, at a point 400 feet from the south section line and 800 feet from the west line of said Section 4. 3. Source: Groundwater tributary to Dry Woody Creek, a tributary of the Roaring Fork River, for each pond. 4. Appropriation Date: December 22, 2000, for each pond. 5. Amount: 0.75 a.f., conditional, for each pond. 6.

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Decreed Uses: Piscatorial, wildlife, recreation, fire protection, and augmentation, for each pond. B. Description of Surface Water Right: 1. Original Decree: The Waco Ditch AVR Junior Enlargement was decreed by the District Court in and for Water Division No. 5 in Case No. 00CW278, dated December 9, 2001. 2.Decreed Locations: North bank of Woody Creek at a point about one mile above the mouth of said creek in Section 13, T. 9 S., R. 85 W., of the 6th P.M., Pitkin County. 3. Source: Woody Creek. 4. Appropriation Date: December 22, 2000. 5. Amount: 0.25 c.f.s., conditional. 6. Decreed Uses: Pond filling. 4. Work Done to Complete Project and Apply Water to Beneficial Use: Since the last diligence decree was entered in Case No. 00CW278, the original Applicant, Mary Jane Garth d/b/a Aspen Valley Ranch, intervening owner SGS Ranch, and the Applicants have undertaken the following specific activities that demonstrate diligence with regard to the subject conditional rights: A. SGS Ranch invested significant resources to conform the property and its appurtenant water rights to Pitkin County H.B. 1041 regulations. The property now possesses the requisite Pitkin County H.B. 1041 approvals. B. Applicants have conducted extensive ground and aerial surveys of the property associated with the subject water right. C. Applicants have hired engineers and biologists to conduct wetlands studies and analysis. D. Applicants have retained landscape architects and designers to perform irrigation studies and to design aesthetic water features on the property. E. Applicants have expended in excess of $200,000 associated with the foregoing activities. All of these expenditures and work are necessary preconditions to apply the subject water rights to the beneficial uses for which they are decreed. WHEREFORE, Applicant requests that the court enter a finding of reasonable diligence with respect to West Ranch Well No. 2, Lot 1 Well, Lot 2 Well, Lot 3 Well, West Ranch Pond No. 2, Lot 1 Pond, Lot 2 Pond, Lot 3 Pond, and the Waco Ditch AVR Junior Enlargement. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 43. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW258 EAGLE COUNTY, SWEETWATER CREEK. Application for Water Rights. Applicant: Hell’s Gate Ranch LLC c/o Mark E. Hamilton, Esq. and Cori S. Peterson, Esq., HOLLAND & HART LLP, 600 E. Main St., Suite 104, Aspen, CO 81611, (970) 925-3476, mehamilton@hollandhart.com; cspeterson@hollandhart.com. FIRST CLAIM FOR RELIEF—APPLICATION FOR SURFACE WATER RIGHTS (2 SPRINGS): 1. Name of Structure: Cow Camp Spring; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 390 ft from the N. section line, 5430 ft from the W. section line; Amount: 0.25 c.f.s. absolute for irrigation, 0.75 c.f.s. conditional for irrigation and pond filling; Uses: irrigation of up to 20 acres of property, filling ponds described below for uses identified; Source: groundwater tributary to Sweetwater Creek; Approp. dates: 05 /13/1953 (irrigation), 08/20/2006 (pond filling). 2. Name of Structure: Elk Camp Spring; Location: SE1/4 of Sec. 36, T. 3 S., R. 87 W. of the 6th P.M., 970 ft from the S. section line, 1300 ft from the E. section line; Amount: 0.25 c.f.s., absolute for irrigation, 0.75 c.f.s. conditional for irrigation and pond filling; Uses: irrigation of up to 10 acres of property, filling ponds described below for uses identified; Source: groundwater tributary to Sweetwater Creek; Approp. dates: 05/13/1953 (irrigation), 04/20/2007 (pond filling). SECOND CLAIM FOR RELIEF—APPLICATION FOR SURFACE WATER RIGHTS (6 SURFACE DIVERSIONS): 1. Name of Structure: Gate Diversion; Location: NW1/4 of Sec. 6, T. 4 S., R. 86 W. of the 6th P.M., 210 ft from the N. section line, 3900 ft from the E. section line; Amount: 1.0 c.f.s., conditional; Uses: irrigation of up to 10 acres, filling ponds described below for uses identified; Source: Sweetwater Creek; Approp. date: 04/20/2007. 2. Name of Structure: Dugout Cabin Diversion; Location: SW1/4 of Sec. 31, T. 3 S., R. 86 W. of the 6th P.M., 20 ft from the S. section line, 4000 ft from the E. section line. Amount: 1.0 c.f.s., conditional; Uses: irrigation of up to 5 acres of property, filling ponds described below for uses identified; Source: Sweetwater Creek; Approp. date: 04/20/2007. 3. Name of Structure: Beth Diversion; Location: NW1/4 of Sec. 6, T. 4 S., R. 86 W. of the 6th P.M., 610 ft from the N. section line, 3620 ft from the E. section line; Amount: 1.0 c.f.s., conditional; Uses: irrigation of up to 5 acres; filling ponds described below for uses identified; Source: Sweetwater Creek; Approp. date: 04/20/2007. 4. Name of Structure: Big Tree Diversion; Location: NW1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 1090 ft from the N. section line, 4460 ft from the W. section line; Amount: 0.25 c.f.s., absolute for irrigation, 0.75 c.f.s. conditional for irrigation and pond filling; Uses: irrigation of up to 20 acres, filling ponds described below for uses identified; Source: unnamed gulch tributary to Sweetwater Creek; Approp. date: 05/19/1953 (irrigation), 08/20/2006 (pond filling). 5. Name of Structure: Gate Pump & Pipeline; Location: NW1/4 of Sec. 6, T. 4 S., R. 86 W. of the 6th P.M., 810 ft from the N. section line, 3530 ft from the E. section line; Amount: 1.0 c.f.s., absolute; Uses: irrigation of up to 5 acres, filling ponds described below for uses identified; Source: Sweetwater Creek; Approp. date: 04/20/2007. 6. Name of Structure: Relocated HMS Ditch, Second Enlargement; Location: a point on the Southerly bank of Sweetwater Creek whence the corner common to Secs. 9, 10, 15 and 16, T. 3 S., R. 97 W. of the 6th P.M. bears North 30°24' E. 554.7 ft.; Amount: 4.0 c.f.s., conditional; Uses: filling ponds identified below for uses listed; Source: Sweetwater Creek; Approp. date: 04/20/2007; Remarks: Applicant owns water rights decreed for diversion through the Relocated HMS Ditch for irrigation purposes pursuant to the decree in C.A. No. 1123, Eagle County District Court, February 7, 1956, Priority No. 396. This claim is to allow usage of this water diverted through this ditch for pond

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filling purposes with a 2007 priority. No physical expansion of the ditch is contemplated nor is a change of water rights claimed. THIRD CLAIM FOR RELIEF—APPLICATION FOR STORAGE WATER RIGHTS (16 OFF-CHANNEL PONDS): 1. Name of Structure: Plateau Pond; Location: SW1/4 of Sec. 31, T. 3 S., R. 86 W. of the 6th P.M., 260 ft from the S. section line, 5270 ft from the E. section line; Amount: 2.0 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 150 ft, surface area: 0.25 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Elk Camp Spring, Cow Camp Spring, Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007; 2. Name of Structure: Kristin Pond; Location: SE1/4 of Sec. 36, T. 3 S., R. 87 W. of the 6th P.M., 1680 ft from the S. section line, 320 ft from the E. section line; Amount: 12.0 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 220 ft, surface area: 1.6 acres; Uses: irrigation of up to 10 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Elk Camp Spring, Cow Camp Spring, Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 3. Name of Structure: Tracy Pond; Location: NW1/4 of Sec. 6, T. 4 S., R. 86 W. of the 6th P.M., 80 ft from the N. section line, 380 ft from the W. section line; Amount: 7.0 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 250 ft, surface area: 1.0 acres; Uses: irrigation of up to 10 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Elk Camp Spring, Cow Camp Spring, Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Appropriation date: 04/20/2007. 4. Name of Structure: the Hollow Pond; Location: SE1/4 of Sec. 36, T. 3 S., R. 87 W. of the 6th P.M., 470 ft from the S. section line, 700 ft from the E. section line; Amount: 2.2 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft., length: approx. 150 ft, surface area: 0.35 acres; Uses: irrigation of up to 10 acres of property shown on Figure 1, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Cow Camp Spring, Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 5. Name of Structure: Dana Pond; Location: the center of the dam is in the SE1/4 of Sec. 36, T. 3 S., R. 87 W. of the 6th P.M., 180 ft from the S. section line, 1590 ft from the E. section line; Amount: 8.0 acre-feet, absolute (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 450 ft, surface area: 0.80 acres; Uses: irrigation of up to 10 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Elk Camp Spring, Cow Camp Spring, Big Tree Diversion, and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 6. Name of Structure: Brody Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 980 ft from the N. section line, 6450 ft from the W. section line; Amount: 5.0 acre-feet, absolute (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 350 ft, surface area: 0.55 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 7. Name of Structure: Gage Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 1500 ft from the N. section line, 5090 ft from the W. section line; Amount: 5.0 acre-feet, absolute (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 150 ft, surface area: 0.55 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 8. Name of Structure: Hadlee Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 1230 ft from the N. section line, 6060 ft from the W. section line; Amount: 1.75 acre-feet, absolute (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 150 ft, surface area: 0.25 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 9. Name of Structure: Big Tree Pond; Location: NW1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 1090 ft from the N. section line, 4690ft from the W. section line; Amount: 1.50 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 150 ft, surface area: 0.25 acres; Uses: irrigation of up to 5 acres of property, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 10. Name of Structure: Donald Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 450 ft from the N. section line, 5170 ft from the W. section line; Amount: 0.50 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10ft, length: approx. 150 ft, surface area: 0.10 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 11. Name of Structure: Kevin Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 120 ft from the N. section line, 4890 ft from the W. section line; Amount: 1.50 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 150 ft, surface area: 0.25 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion and Relocated HMS Ditch, Second Enlargement; Approp. date: 04/20/2007. 12. Name of Structure: Cowboy Camp 1 Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 40 ft from the N. section line, 6180 ft from the W. section line; Amount: 0.85 acre-feet, absolute (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height:<10 ft, length: approx.120 ft, surface area: 0.15 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion, Relocated HMS Ditch, Second Enlargement, and Cow Camp Spring; Approp. date: 04/20/2007. 13. Name of Structure: Cowboy Camp 2 Pond; Location: NE1/4 of Sec. 1, T. 4 S., R. 87 W. of the 6th P.M., 60 ft from the N. section line, 6270 ft from the W. section line; Amount: 1.30 acre-feet, absolute (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height:<10 feet, length: approx. 90 feet, surface area: 0.20 acres; Uses: irrigation of up to 5

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acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion, Relocated HMS Ditch, Second Enlargement and Cow Camp Spring; Approp. date: 04/20/2007. 14. Name of Structure: Beth Pond; Location: NW1/4 of Sec. 6, T. 4 S., R. 87 W. of the 6th P.M., 1000 ft from the N. section line, 3330 ft from the E. section line; Amount: 6.40 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 200 ft, surface area: 0.90 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Big Tree Diversion, Relocated HMS Ditch, Second Enlargement and Beth Diversion; Approp. date: 04/20/2007. 15. Name of Structure: Dugout Cabin Pond; Location: NW1/4 of Sec. 6, T. 4 S., R. 86 W. of the 6th P.M., 200 ft from the N. section line, 3800 ft from the E. section line; Amount: 1.45 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s.; Dam information: height: <10 ft, length: approx. 150 ft, surface area: 0.25 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Dugout Diversion; Approp. date: 04/20/2007. 16. Name of Structure: Gate Pond; Location: NW1/4 of Sec. 6, T. 4 S., R. 86 W. of the 6th P.M., 500 ft from the N. section line, 3520 ft from the E. section line; Amount: 5.20 acre-feet, conditional (all active storage); Rate of diversion for filling reservoir: 1.0 c.f.s; Dam information: height: <10 ft, length: approx. 170 ft, surface area: 0.70 acres; Uses: irrigation of up to 5 acres, fire protection, piscatorial, wildlife propagation, recreation, aesthetic; Source: Gate Diversion, Dugout Diversion and Gate Pump & Pipeline; Approp. date: 04/20/2007. Remarks: the above-described water rights are all part of a planned integrated non-potable water system for the Hell’s Gate Ranch residential development in Eagle County, which property is shown on a Land Survey Plat of 35 acre lots recorded in the Office of the Eagle County Clerk & Recorder on November 7, 2006 at reception number 200630592 in Eagle County. All points of diversion, places of use and areas of inundation, including irrigated areas, claimed above are located within this development, except that the headgate of the Relocated HMS Ditch is located upon lands owned by: Travis Realty Corporation, 1721 Colorado River Rd., Gypsum, CO 81637-9614. Figure 1 attached to the Application shows the subject property and each structure location. (18 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 44. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 07CW259 IN PITKIN COUNTY, COLORADO. APPLICATION FOR WATERRIGHTS, WATER STORAGE RIGHTS, CHANGE OF WATER RIGHTS, AND APPROVAL OF PLAN FOR AUGMENTATION AND EXCHANGE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF ASPEN VALLEY RANCH, LLC, IN PITKIN COUNTY, COLORADO. DISTRICT COURT, WATER DIVISION NO. 5, STATE OF COLORADO, 109 - 8th Street, Suite 104, Glenwood Springs, CO 81601. 1. Name and address of applicant: Aspen Valley Ranch, LLC, 100 Obermeyer Place, #106, Aspen, Colorado 81611. Direct all pleadings to: Kristin H. Moseley, Katherine A.D. Ryan, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302. 2. Overview. Applicant is the developer of the Aspen Valley Ranch, consisting of 14 residential lots on over 750 acres in Woody Creek, Colorado. The water rights proposed in this application will be used to provide a central domestic water supply for residences, employee housing and associated ranching facilities. The central domestic water supply system will be for in-house use only. Any outside water use will be provided through separate means. Water will be supplied to the central domestic water system through the previously decreed Red Canyon Spring Well and a newly claimed Central Domestic System Well (and alternate points of diversion). Applicant will prevent out-of-priority depletions by providing the following sources of augmentation: consumptive use credits from the dry-up of historically irrigated lands; a water supply contract with the Basalt Water Conservancy District; and releases from an on-site storage pond. 3. Application for Water Rights: By this application, Applicant seeks to adjudicate the following rights: A. Underground Water Rights. A map depicting the location for the Underground Water Rights is attached hereto as Exhibit A. 1. The Central Domestic System Well. a. Location. The Central Domestic System Well is located in the SW1/4 NW 1/4 of Section 4, T. 9 S., R. 85 W., 6th P.M., 3380 ft. N. of the SW corner of Section 4 and 260 ft. E. the W line of said Section 4. b. Source. Tributary to Dry Woody Creek, a tributary of the Roaring Fork River, a tributary of the Colorado River. c. Depth. Approximately 60 feet deep. d. Amount Claimed. 20 g.p.m., conditional. e.Proposed use. Fire protection, domestic use. f. Appropriation Date. December 31, 2007. 2. The Central Domestic System Well Alternate Point of Diversion No. 1. a. Location. The Central Domestic System Well Alternate Point of Diversion No. 1 is located in the SW1/4 NW1/4 of Section 4 T. 9 S., R. 85 W., 6th P.M., 2715 ft. N. of the SW corner of Section 4 and 480 ft. E. of the W. line of said Section 4. b. Source. Tributary to Dry Woody Creek, a tributary of the Roaring Fork River, a tributary of the Colorado River. c. Depth. Approximately 60 feet deep. d. Amount Claimed. 20 g.p.m., conditional. e. Proposed use. Fire protection, domestic use. f. Appropriation Date. December 31, 2007. 3. The Central Domestic System Well Alternate Point of Diversion No. 2. a. Location. The Central Domestic System Well Alternate Point of Diversion No. 2 is located in the SW1/4 NW1/4 of Section 4, T. 9 S., R. 85 W., 6th P.M., 2835 ft. N. of the SW corner of Section 4, and 780 ft. E. of the W. section line of said Section 4. b. Source. Tributary to Dry Woody Creek, a tributary of the Roaring Fork

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River, a tributary of the Colorado River. c. Depth. Approximately 60 feet deep. d.Amount Claimed. 20 g.p.m., conditional. e. Proposed use. Fire protection, domestic use. f. Appropriation Date. December 31, 2007. B. Storage Right. 1. Central Domestic System Pond. a. Location. The Central Domestic System Pond would be located in the SW1/4 SE1/4 of Section 5, T. 9 S., R. 85 W., 6th P.M., 1780 ft. from the E. section line and 120 ft. from the S. section line of said Section 5. b. Source. Woody Creek (as delivered by Waco Ditch), a tributary of the Roaring Fork River, a tributary of the Colorado River. c.Amount Claimed. 2.0 a.f., conditional. d. Proposed use. Fire protection, domestic use. e. Appropriation Date. December 31, 2007. 2. Central Domestic System Pond, Alternate Point of Storage No. 1. a. Location. The Central Domestic System Pond, Alternate Point of Storage No. 1 would be located in the NW1/4 N/W1/4 of Section 9, T. 9 S., R. 85 W., 6th P.M., 350 ft. from the W. section line and 1,000 ft. from the N. section line of said Section 9. b. Source. Woody Creek (as delivered by Waco Ditch), a tributary of the Roaring Fork River, a tributary of the Colorado River. c. Amount Claimed. 2.0 a.f., conditional. d. Proposed use. Fire protection, domestic use. f. Appropriation Date. December 31, 2007. 4. Description of Water Right to be Changed: 1. The Red Canyon Spring Well. a. Location. The Red Canyon Spring Well is located in the SW1/4 NW1/4 of Section 4, T. 9 S., R. 85 W., 6th P.M., 2,450 ft. from the N. section line and 400 ft. from the W. section line of said Section 4. b. Source. Tributary to Dry Woody Creek, a tributary of the Roaring Fork River, a tributary of the Colorado River. c. Amount Claimed. 0.11 c.f.s., decreed conditional in Case No. 89CW291, and made absolute in Case No. 03CW217, Well Permit No. 41826-F. d. Use. The Red Canyon Spring Well is decreed for irrigation, domestic, and municipal uses. e. Proposed change of use. Applicant seeks to correct the legal description to describe the actual location of the Red Canyon Spring and to add the use of fire protection. g. Appropriation Date. December 27, 1989. 5. Proposed Change: A. The decree in Case No. 89CW291 inaccurately described the actual location of the Red Canyon Spring Well. Applicant wishes to correct the legal description of the Red Canyon Spring Well as follows: The Red Canyon Spring Well is located in the SW1/4 NW1/4 of Section 4, T. 9 S., R. 85 W., 6th P.M., 203 feet E. of the W. line of Section 4 and 2,418 feet S. of the N. line of Section 4. B.Applicant also wishes to add fire protection as a beneficial use of the Red Canyon Spring. 6. Description of Water Rights to be Augmented: A. Red Canyon Spring Well, as described in paragraphs 4 and 5 above. B. The Central Domestic System Well, described in paragraph 3.A.1. above. C. The Central Domestic System Well Alternate Point of Diversion No.1, described in paragraph 3.A.2 above. D. The Central Domestic System Well Alternate Point of Diversion No. 2, described in paragraph 3.A.3 above. E. The Central Domestic System Pond, described in paragraph 3.B.1 above. F. The Central Domestic System Pond Alternate Point of Storage No. 1 described in paragraph 3.B.2 above. 7. Description of the Sources of Augmentation Water: A. 5.437 a.f. of excess consumptive use credits as decreed in Case No. 97CW172, resulting from the removal from irrigation of 4.1 acres of agricultural lands that were historically irrigated from the Waco Ditch. A map depicting this dry-up acreage is attached hereto as Exhibit B. 1. Waco Ditch legal description of point of diversion: the Waco Ditch headgate is located at a point whence the resurvey corner of Sections 9, 10, 15 and 16, T. 9 S., R. 85 W. 6th P.M. bears N. 48 degrees, 21’ W., a distance of 1829.2 ft on the north bank of Woody Creek. 2. Source: Woody Creek, tributary to the Roaring Fork River, tributary to the Colorado River.

Water Right Decreed

Amount Decreed Uses

Priority No.

Adjudication Date

Appropriation Date

Court Case

Waco Ditch No. 1 4.00 c.f.s. Irrigation 1 5/11/1889 6/18/1880 132 Waco Ditch - 1st Enlargement

5.75 c.f.s. Irrigation 105 5/11/1889 3/2/1884 132

Waco Ditch - 3rd Enlargement

13.19 c.f.s. Irrigation 403J 8/25/1936 6/1/1916 3082

Waco Ditch – 4th Enlargement

15.26 c.f.s. Irrigation 463 8/25/1949 9/1/1936 3723

B. Releases up to 1.0 a.f. from the Central Domestic System Pond, or Central Domestic Pond Alternate Point of Storage No. 1, as necessary. C. Water under contract with the Basalt Water Conservancy District. Information for Basalt Water Conservancy District water supply sources are as follows: 1. Information from previous decree for Green Mountain Reservoir: a. Source: Blue River, tributary of Colorado River. b. Legal description: located approximately 16 miles Southeast of the Town of Kremmling in Summit County, Colorado, and more particularly in all or parts of Sections 11, 12, 13, 14, 15, and 24 of Township 2 South, Range 80 West, and in Sections 17, 18, 19, 20, 21, 28, 29, and 34, Township 2 South, Range 79 West of the 6th P.M. c. Adjudication Date: October 12, 1955. d. Appropriation Date: August 1, 1935. e. Case Nos.: 2782, 5016, and 5017 Court: United States District Court, District of Colorado. f. Decreed Amount: 154,645 acre feet. g. Decreed Uses: in accordance with paragraph 5(a), (b), and (c) of the section entitled "Manner of Operation of Project Facilities and Auxiliary Facilities" in Senate Document 80. 2. Information from previous decree for Ruedi Reservoir: a. Source: Frying Pan River, tributary of Colorado River. b. Legal description: an on-channel reservoir located in Sections 7, 8, 9, 11, and 14 through18, Township 8 South, Range 84 West of the 6th P.M. The reservoir is located in portions of Eagle and Pitkin Counties. c. Adjudication Date: June 20, 1958. d. Appropriation Date: July 29, 1957. e. Case No.: C.A. 4613 Court: Garfield County District Court. f. Decreed Amount: 102,369 acre feet (Originally decreed for 140,697.3 acre feet; reduced to 102,369 acre feet in Case No. W-789-76). g. Decreed Uses: generation of electric energy, domestic, municipal, industrial, irrigation and stock watering. By decree of the Water Court in Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the

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amount of 101,280 acre feet, conditional. In Water Court Case No. 95CW95, 44,509 acre feet was made absolute. 3. Information from previous decrees for Troy Ditch and Edith Ditch rights:

AMOUNT SOLD, TRANSFERRED OR RESERVED

AMOUNT REMAINING (10)

STRUCTURE

PRIORITY

COURT CASE NO.

ADJ DATE

APP DATE

DECREED AMOUNT (CFS)

USE (4)

(5) (6) (7) (8) (9) CFS AF

Troy Ditch (1)

370 3082 08/25/1936

05/01/1906

5.10 I 0.000

0.000

0.095

0.064

0.035

4.906

N/A

Troy Ditch 1st Enlg

427 3082 08/25/1936

05/01/1928

10.80 I 0.000

0.000

0.200

0.134

0.073

10.393

N/A

Troy Ditch 2nd Enlg

669 4613 06/20/1958

06/01/1942

6.20 I 0.000

0.000

0.115

0.077

0.042

5.966

N/A

Edith Ditch

353 3082 08/25/1936

05/01/1904

2.72 I 0.110

0.1320

0.050

0.000

0.018

2.410

N/A

Edith Ditch 1st Enlg

673 4613 06/20/1958

07/01/1946

3.23 I 0.000

0.000

0.060

0.000

0.022

3.148

N/A

Troy Ditch Water System aka Lower Headgate

(2) W-2281

15.50(3) I,D,M C,P

0.110

0.1320

0.520

0.275

0.190

14.273

412.89

(1) Originally diverted from Miller Creek. All others originally diverted from Frying Pan River. (2) Alternate point for all priorities of Troy and Edith Ditches. (3) Combined amount limited to 15.5 cfs and 453 AF of consumptive use, 300 AF of which can be stored. (4) I = Irrigation, D = Domestic, M = Municipal, C = Industrial and P = Piscatorial. (5) Transferred to Edith Ditch Well in Case No. 80CW1 with 1.0 AF. (6) Transferred to three springs on Cap K Ranch in Case No. 82CW189 (1.29 AF assumed to be included).

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(7) Deeded to George Yates with 15.4 AF in 1983. 0.2 cfs and 10.60 cfs was included in Case No. 82CW357 for Ruedi South Shores augmentation plan.

(8) Deeded to Joan Wheeler in 1987 for diversion at the Troy Ditch 1st and 2nd Enlargement (16.9 AF assumed to be included). (9) Reserved for augmentation of Cap K Ponds with 5.52 AF. Case No. 91CW220. (10) A total of 40.11 AF of the original 453.00 AF has been sold or transferred. In Case No. W-2281, Division 5, the Court decreed that 453 acre feet of annual consumptive-use credits were available to these ditches, and that 300 acre feet could be stored in an unnamed reservoir. The Basalt Water Conservancy District owns 412.89 acre feet of the 453 acre feet, and makes the water rights available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. The Troy and Edith augmentation water can be delivered to the Frying Pan, Roaring Fork or Colorado Rivers by by-passing water at the headgate on the Frying Pan River. 4. Information from previous decrees for Robinson Ditch rights:

STRUCTURE DECREED AMOUNT/ Cfs

AMOUNT OWNED BY BWCD (cfs)(1)

ADJ. DATE

APP. DATE

PRIORITY CASE NO. (2)

ROBINSON DITCH

5.00 1.21 05/11/1889 06/15/1882

38 132

ROBINSON DITCH

2.50 0.60 05/11/1889 04/15/1886

140 132

ROBINSON DITCH

2.00 0.48 05/11/1889 11/15/1886

167 132

ROBINSON DITCH

10.70 2.59 12/29/1903 04/25/1899

212C 1061

ROBINSON DITCH

20.06 4.85 08/25/1936 04/25/1900

326 3082

(1) The BWCD owns 441 shares of Class 1 stock issued by the Robinson Ditch Company. The said 441 shares equal 24.16% of the total shares and are associated with 9.73 cfs of the 40.26 cfs decreed to the Robinson Ditch. (2) District Court in and for Garfield County a. Legal Description of Point of Diversion: The point of diversion as decreed is located on the North bank of the Roaring Fork River one-half mile below the mouth of Sopris Creek in Section 11, T. 8 S., R. 87 West, 6th P.M. b. Historic Use: Irrigation of approximately 137.2 acres of hay and pasture under BWCD’s interest in the Robinson Ditch water rights. In Case No. 93CW319, the Court decreed that 360 acre feet of annual consumptive-use credits are associated with said irrigation. In that case, the Court also decreed a change of use of BWCD’s Robinson Ditch rights to include augmentation. BWCD makes the credits available to contract allottees for use pursuant to an approved substitute supply plan or decree of Court. 8. Description of the plan for augmentation and exchange. A. Depletion Assumptions. Applicant’s engineer estimates that the total withdrawals from the Red Canyon Spring Well and the Central Domestic System Well (or Alternate Points of Diversion) will not exceed 8.4 a.f. per year and the total depletions will not exceed 1.26 a.f. Wastewater from the claimed use will be treated in conventional septic tanks and leach fields with a resulting depletion of 15%. B. Consumptive Use Credits. The Applicant seeks the right to divert water out of priority on a year-round basis from the wells described in paragraph 3.A. above for domestic purposes. To permit the requested out of priority diversions hereunder, the Applicant proposes to dedicate consumptive use credits from the dry-up of historic irrigation lands under the Waco Ditch described above in paragraph 7.A. C. Basalt Water Conservancy District Contract Water by Exchange. Because consumptive use credits are not available during the non-irrigation season, water released by the Basalt Water Conservancy District contract as described above in paragraph 7.C will augment water rights on the Colorado River during the non-irrigation season, from October 15 to April 30. Water released by the Basalt Water Conservancy District will also prevent injury to water rights on the Roaring Fork River, Woody Creek, and Dry Woody Creek by exchange from October 15th to April 30th. Applicant claims an exchange rate of .15 c.f.s and a December 31, 2007 priority date associated with the claimed exchanges. The upper termini of the exchanges are the Red Canyon Spring and Central Domestic Water System (or alternate points) described above in paragraph 3.A. The lower termini of the exchange reaches are as follows: (1) For Green Mountain Reservoir described in paragraph 7.C.1 above, the lower terminus of the exchange is the confluence of the Colorado River and the Roaring Fork River. (2) For Ruedi Reservoir described in paragraph 7.C.2 above, and Troy Ditch and Edith Ditch described in paragraph 7.C.3 above, the lower terminus of the exchange is the confluence of the Frying Pan River and the Roaring Fork River. (3) For the Robinson Ditch rights described in paragraph 7.C.4 above, the lower terminus of the exchange is located on the North bank of the Roaring Fork River one-half mile below the mouth of Sopris Creek in Section 11, T. 8 S., R. 87 West, 6th P.M. D. On-Site Storage Releases. Applicant further seeks the right to cause the release of, or

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otherwise commit to the Roaring Fork River and Woody Creek drainage basins, an amount of water from the Central Domestic System Pond or the Central Domestic System Pond Alternate Point of Storage No.1 to augment out-of-priority depletions in the event that the augmentation sources in Paragraphs 7.A and 7.C. are insufficient to protect other water users from injury. E. Measuring Devises. So as to assure the operation of the augmentation plan, the Applicant will install and maintain such water measuring devices and implement such accounting procedures as may be required by the State and Division Engineer to verify that the amount of augmentation water equals the amount of out of priority depletions resulting from the Applicant’s use. F. Operation of Exchange in Priority. The exchange described herein shall only operate in priority and at times when all decreed instream flows located within the pertinent exchange stream reaches are being met. G. Prevention of Injury. Operation of the augmentation plan as described above will prevent injury to other water users that might otherwise result from out-of-priority diversions by the Applicant. WHEREFORE, the Applicant requests that this Court enter a decree which: (i) Decrees the water rights for the Central Domestic System Well and alternate points of diversion, and the Central Domestic System Pond and alternate point of storage described in Sections 3.A. and 3.B. above; (ii) Decrees a change of water right for the Red Canyon Spring Well as described above in paragraph 4 to correct the legal description as described above in paragraph 5. (ii) Approves the Applicant’s plan for augmentation and exchange described in paragraph 8, including all assumptions in connection therewith; and (iii) Finds that as a result of the Applicant’s augmentation plan there will be no injury to any owner of or persons entitled to use water under a vested water right or decreed conditional right. (16 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 45. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 06CW244 GUNNISON COUNTY-GROUNDWATER, RAPID CREEK TRIBUTARY TO THE CRYSTAL RIVER. Larry & Dana Darien; 10536 Los Amigos Rd; Healdsburg, CA 95448 (970)948-1896. MA Well No. 1, MA Well No. 2 & Darien Pond- Amended Application for Underground Water Rights and Storage Rights and Approval of Plan for Augmentation; MA Well No. 1- NE¼SE¼ of Sec. 20, T.11S, R.88W. of the 6th P.M. 1,165 ft. west of the east sec. line and 2,300 ft. south of the north sec. line in Sec. 20. MA Well No. 2- SE¼NE¼ of Sec. 20, T.11S, R.88W. of the 6th P.M. 1,150 ft. west of the east sec. line and 2,295 ft. south of the north sec. line in Sec. 20. Appropriation, Amount and Use for each well: Nov. 14, 2006; 15.0 gpm, conditional; domestic in-house only. Darien Pond- NW¼SE¼ of Sec. 20, T.11S, R.88W. of the 6th P.M. 1,800 ft. west of the east sec. line and 2,100 ft. north of the south sec. line in Sec. 20. Appropriation: Nov. 14, 2006 Amount: 0.072 af, conditional. Use: augmentation. Statement of Plan For Augmentation: The applicants want to subdivide 32.5 acres of their property into 2-lot subdivision. The wells on each of the lots will provide in-house water for a dwelling on each of the lots. Tables citing monthly demands/depletions and augmentation requirements/evaporation rates are included in the application. (7 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601 46. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF DECEMBER 2007. 06CW264 IN EAGLE COUNTY. CROSS CREEK, TURKEY CREEK, WILLOW CREEK, tributary to the EAGLE RIVER, AND THE EAGLE RIVER. SECOND AMENDMENT TO APPLICATION FOR CONDITIONAL SURFACE RIGHTS AND WATER STORAGE RIGHTS. Concerning the Application for Water Rights of Ginn Battle South, LLC, Ginn Battle North, LLC, Ginn-LA Battle One, LTD., LLLP, Ginn-LA Battle One A, LLC and Ginn Development Company, LLC, in Eagle County, Colorado. 1.Name, address, and telephone number of applicant(s): Ginn Battle South, LLC, Ginn Battle North, LLC, Ginn-LA Battle One, LTD., LLLP, Ginn-LA Battle One A, LLC, Ginn Development Company, LLC, P.O Box 56, 164 Railroad Ave., Suite 150, Minturn, CO 81645, 970-827-4600. Send pleadings to: Bennett W. Raley, Lisa M. Thompson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963. 2. Ginn Battle South, LLC, Ginn Battle North, LLC, Ginn-LA Battle One, LTD., LLLP, Ginn-LA Battle One A, LLC and Ginn Development Company, LLC (“Applicant”) filed an Application for Conditional Surface and Water Storage Rights on December 28, 2006. Applicant filed an amendment to the original

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application on October 2, 2007 to correct minor errors in the names of the Ginn corporate entities listed in the application (“Amended Application”). An Order Approving Motion to Amend Application to Correct Minor Errors in Ginn Corporate Entity Names was entered on October 9, 2007. With this Second Amendment to Application for Conditional Surface Rights and Water Storage Rights (“Second Amendment”), Applicant seeks to further amend the application in this matter to a) enlarge Bolts Lake, Cross Creek Reservoir and the off-channel Turkey Creek Reservoir No. 1 and include additional points of diversion for filling Bolts Lake and Cross Creek Reservoir, and b) include one (1) additional place of storage at the proposed Highlands Reservoir site. All previously filed statements of opposition in this case shall be fully applicable to this Second Amendment. Except as expressly amended herein, the Amended Application (approved by the Court on October 9, 2007) remains as stated therein. I. SECOND AMENDMENT TO APPLICATION FOR CONDITIONAL SURFACE WATER RIGHTS. A. Paragraph 3 of the Amended Application is hereby further amended to include five (5) additional points of diversion and the first sentence of paragraph 3 is amended to state: “Applicant claims conditional surface water rights from the following thirteen (13) points of diversion.” The five (5) additional points of diversion are described below, with numbering matching that of the Amended Application: 3.9. Bolts Ditch Pumpstation: 3.9.1. Legal Description: A diversion structure to be located within 500 feet upstream or downstream of a point on the east (right) bank of Cross Creek that is approximately 9,178 feet west of the line common to Range 80 and 81 West and 4,001 feet south of the line common to Townships 5 and 6 South of the 6th P.M. 3.9.2. Source: Cross Creek tributary to Eagle River. 3.9.3. Date of initiation of appropriation and how appropriation was made: December 19, 2007. By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to field investigation, engineering and other work related to the proposed diversions, posting of public notice of appropriation signs at or near the proposed diversion points, and the filing of this application. 3.9.4 Date water applied to beneficial use: Not applicable, conditional water rights. 3.9.5. Amount claimed: 30 cubic feet per second, conditional. 3.10. Arminda Ditch: 3.10.1. Legal Description: The Arminda Ditch was decreed in CA 696 for 3.0 cfs for irrigation purposes. Applicant proposes to increase the capacity of this headgate for the proposed uses. The decreed headgate location is on the east (right) bank of Cross Creek at a point whence the Southwest Corner of Section 36, Township 5 South, Range 81 W, 6th P.M., bears North 27º 38’ East 2,718 feet. 3.10.2. Source: Cross Creek tributary to Eagle River. 3.10.3. Date of initiation of appropriation and how appropriation was made: December 19, 2007. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to field investigation, engineering and other work related to the proposed diversions, posting of public notice of appropriation signs at or near the proposed diversion points, and the filing of this application. 3.10.4. Date water applied to beneficial use: Not applicable, conditional water rights. 3.10.5. Amount claimed: 30 cubic feet per second, conditional. 3.11. Minturn Water System Ditch Diversion Structure No. 2: 3.11.1. Legal Description: The Minturn Water System Ditch diverts water from the left (west) bank of Cross Creek at a point whence the section corner common to Sections 35 and 36, Township 5 South, Range 81 W, 6th P.M. bears North 38° 43’ 20’’ East a distance of 2,531.38 feet. Applicant proposes to construct an additional diversion structure at this location on the right (east) bank of Cross Creek at a point approximately 9,748 feet west of the line common to Range 80 and 81 West and 1,967 feet South of the line common to Townships 5 and 6 South of the 6th P.M. 3.11.2. Source: Cross Creek tributary to Eagle River. 3.11.3. Date of initiation of appropriation and how appropriation was made: December 19, 2007. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, engineering and other work related to the proposed diversions, and posting of public notice of appropriation signs at or near the proposed diversion points. 3.11.4. Date water applied to beneficial use: Not applicable, conditional water rights. 3.11.5. Amount claimed: 30 cubic feet per second, conditional. 3.12. Maloit Park Diversion Structure: 3.12.1. Legal Description: A diversion structure to be located within 500 feet upstream or downstream of a point on the right bank of Cross Creek that is approximately 9,131 feet west of the line common to Range 80 and 81 West and 1,238 feet south of the line common to Townships 5 and 6 South of the 6th P.M in Eagle County. 3.12.2 Source: Cross Creek tributary to Eagle River. 3.12.3 Date of initiation of appropriation and how appropriation was made: December 19, 2007. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, engineering and other work related to the proposed diversions, and posting of public notice of appropriation signs at or near the proposed diversion points. 3.12.4. Date water applied to beneficial use: Not applicable, conditional water rights. 3.12.5. Amount claimed: 30 cubic feet per second, conditional. 3.13. Lower Cross Creek Diversion Structure: 3.13.1. Legal Description: A diversion structure to be located within 500 feet upstream or downstream of a point on the right bank of Cross Creek that is approximately 357 feet east of the west section line and 93 feet north of the south section line of Section 36, Range 81 West, Townships 5 South of the 6th P.M in Eagle County. 3.13.2 Source: Cross Creek tributary to Eagle River. 3.13.3. Date of initiation of appropriation and how appropriation was made: December 19, 2007. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, engineering and other work related to the proposed diversions, and posting of public notice of appropriation signs at or near the proposed diversion points. 3.13.4. Date water applied to beneficial use: Not applicable, conditional water rights. 3.13.5. Amount claimed: 50 cubic feet per second, conditional. B. Paragraphs 4, 5 and 6, including Exhibit A, of the Amended Application are further amended as described herein. Paragraph 4 is amended to include a reference to the revised Exhibit A which includes all new points of diversion, paragraph 5 clarifies Applicant’s intent to fully consume the subject water including reuse to extinction, and paragraph 6 is amended to include the address of owners of land upon which the new points of diversion will

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be located. Applicant also seeks to clarify that Bolts Ditch Headgate is decreed as “Bolts Ditch” and Minturn Municipal Headgate is decreed as “Minturn Water System Ditch.” The amended paragraphs are described below, with numbering matching that of the Amended Application: 4. General Remarks: All points of diversion are component parts of an integrated water supply project that may be used as a direct flow use or in conjunction with the proposed water storage sites claimed in the application, as amended. See REVISED map showing all proposed points of diversion attached as Exhibit A. 5. Proposed uses: Domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses. Several of Applicant’s proposed uses are fully consumptive. Thus, Applicant seeks the right to fully consume such water, whether by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. 6. Name and address of owners of land upon which diversion points will be located: 6.1.Bolts Ditch Headgate, Minturn Municipal Headgate (aka Minturn Water System Ditch), Bolts Ditch Pumpstation, Arminda Ditch, Minturn Water System Ditch Diversion Structure No. 2: U.S. Forest Service, 24747 U.S. Highway 24, P.O. Box 190, Minturn, CO 81645. A special use permit will be sought from the U.S. Forest Service, if required, to divert from the proposed points of diversion located on U.S. Forest Service property. 6.2. Ginn Eagle River Diversion No. 1 (near Red Cliff), Ginn Eagle River Diversion No. 2 (near Bolts Lake), Ginn Eagle River Diversion No.3 (near Bolts Lake), Ginn Turkey Creek Diversion, Ginn Willow Creek Diversion No. 1, Ginn Willow Creek Diversion No. 2, Lower Cross Creek Diversion Structure: Applicant. Ownership map attached as Exhibit B. 6.3. Maloit Park Diversion Structure: Eagle County School District RE 50-J, 757 E. 3rd St., P.O. Box 740, Eagle, CO 81631. II.SECOND AMENDMENT TO APPLICATION FOR CONDITIONAL WATER STORAGE RIGHTS A. Paragraph 7 of the Amended Application is hereby further amended to a) enlarge Bolts Lake, Cross Creek Reservoir and the off-channel Turkey Creek Reservoir No. 1, b) add five (5) Cross Creek points of diversion to fill the enlarged off-channel Bolts Lake and Cross Creek Reservoir, and c) add one new place of storage, Highlands Reservoir. The first sentence of paragraph 7 is hereby amended to state: “Applicant claims conditional water storage rights for the following ten (10) proposed reservoirs.” All amendments are described below, with numbering matching that of the Amended Application: 7.1Bolts Lake (enlarged): 7.1.1. Legal Description: the existing off-channel reservoir is located in Homestead Entry Survey No. 40, Homestead Entry No. 021, containing a portion of the W ½ of Section 1 and the E ½ of Section 2, Township 6 South, Range 81 West of the 6th P.M. Eagle County, Colorado, and in Homestead Entry Survey No. 41, Homestead Entry No. 022, containing a portion of the SW ¼ of Section 1, S ½ of Section 2, N ½ of Section 11 and NW ¼ of Section 12, Township 6 South, Range 81 West of the 6th P.M., Eagle County, Colorado. The enlarged Bolts Lake will be located in the E ½ of Section 2, Township 6 South, Range 81 West and the W ½ of Section 1, Township 6 South, Range 81 West of the 6th P.M., Eagle County, Colorado. All section and portions are projected, as this area is unsurveyed. 7.1.2. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir and legal description: Water will be diverted at the following alternate points of diversion and rates of diversion to fill Bolts Lake: 7.1.2.1 Bolts Ditch Headgate: surface water right described in Amended Application in section 3.1 for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.1.2.2 Minturn Municipal Headgate (aka Minturn Water System Ditch): surface water right described in Amended Application in section 3.2 for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.1.2.3 Ginn Eagle River Diversion No.2 (near Bolts Lake): surface water right described in Amended Application in section 3.4 for 50 cubic feet per second, conditional. Source: Eagle River tributary to Colorado River. 7.1.2.4. Ginn Eagle River Diversion No.3 (near Bolts Lake): surface water right described in Amended Application in section 3.5 for 50 cubic feet per second, conditional. Source: Eagle River tributary to Colorado River. 7.1.2.5. Bolts Ditch Pumpstation: surface water right described in this Second Amended Application in section 3.9 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.1.2.6. Arminda Ditch: surface water right described in this Second Amended Application in section 3.10 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.1.2.7.Minturn Water System Ditch Diversion Structure No. 2: surface water right described in this Second Amended Application in section 3.11 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River.. 7.1.2.8. Maloit Park Diversion Structure: surface water right described in this Second Amended Application in section 3.12 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.1.2.9. Lower Cross Creek Diversion Structure: surface water right described in this Second Amended Application in section 3.13 above for 50 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.1.3 Date of Appropriation and how appropriation was initiated: December 28, 2006 for Applicant’s original 100 acre-feet, conditional; December 19, 2007 for the Applicant’s enlarged 790 acre-feet, which when combined with the previously decreed 320 acre-feet, conditional for the Town of Minturn (Case No. 96CW324) will result in a total reservoir capacity of 1,210 acre-feet. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to field investigation, engineering and other work related to the proposed diversions, posting of public notice of appropriation signs at or near the proposed reservoir site, and the filing of this application. 7.1.4. Date water applied to beneficial use: not applicable, conditional water right. 7.1.5. Amount Claimed: 890 total acre-feet, conditional: 100 acre-feet, conditional with an appropriation date of December 28, 2006 for a right to fill and re-fill in priority; 790 acre-feet, conditional with an appropriation date of December 19, 2007 for a right to fill and re-fill in priority. The 890 acre-feet claimed herein combined with the previously decreed 320 acre-feet, conditional for the Town of Minturn (Case No. 96CW324) will result in a total reservoir capacity of 1,210 acre-feet. 7.1.6 Surface Area of High Water Line: 55 acres. Dam Height: 40 feet. Dam length: 1,000 feet. Total capacity of enlarged Bolts Lake: 1,210 acre-feet (includes 320 acre-feet

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conditional decreed in Case No. 96CW324). Active capacity: 1,128 acre-feet. Dead capacity: 82 acre-feet. 7.2. Cross Creek Reservoir (enlarged): 7.2.1Legal Description: an off-channel reservoir to be located approximately in the NW ¼ of the NE ¼ and the NE ¼ of the NW ¼ of Section 2 of Township 6 South, Range 81 West, and the SW ¼ of the SW ¼ of Section 36, Township 5 South, Range 81 West, of the 6th P.M., in Eagle County, Colorado. All section and measurements are projected, as this area is unsurveyed. 7.2.2 If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir and legal description: Water will be diverted at the following alternate points of diversion and rates of diversion to fill Cross Creek Reservoir: 7.2.2.1Bolts Ditch Headgate: surface water right described in Amended Application in section 3.1 for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.2.2.2. Minturn Municipal Headgate: surface water right described in Amended Application in section 3.2 for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River.. 7.2.2.3. Ginn Eagle River Diversion No.2 (near Bolts Lake): surface water right described in Amended Application in section 3.4 for 50 cubic feet per second, conditional. Source: Eagle River tributary to Colorado River. 7.2.2.4. Ginn Eagle River Diversion No.3 (near Bolts Lake): surface water right described in Amended Application in section 3.5 for 50 cubic feet per second, conditional. Source: Eagle River tributary to Colorado River. 7.2.2.5. Bolts Ditch Pumpstation: surface water right described in this Second Amended Application in section 3.9 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River.7.2.2.6. Arminda Ditch: surface water right described in this Second Amended Application in section 3.10 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.2.2.7. Minturn Water System Ditch Diversion Structure No. 2: surface water right described in this Second Amended Application in section 3.11 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.2.2.8. Maloit Park Diversion Structure: surface water right described in this Second Amended Application in section 3.12 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.2.2.9. Lower Cross Creek Diversion Structure: surface water right described in this Second Amended Application in section 3.13 above for 50 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.2.3. Date of Appropriation and how appropriation was initiated: October 13, 2006 for the original 150 acre-feet, conditional; December 19, 2007 for the enlarged 1,050 acre-feet, conditional. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, engineering and other work related to the proposed water storage sites, and posting of public notice of appropriation signs at or near the proposed water storage locations. 7.2.4 Date water applied to beneficial use: not applicable, conditional water right. 7.2.5. Amount Claimed: 1,200 acre-feet total, conditional: 150 acre-feet, conditional with an appropriation date of October 13, 2006 for a right to fill and re-fill in priority; 1,050 acre-feet, conditional with an appropriation date of December 19, 2007 for a right to fill and re-fill in priority. 7.2.6 Surface Area of High Water Line: 21 acres. Dam height: 10 feet. Dam length: 3,000 feet. Total capacity: 1,200 acre-feet. Active capacity: 1,200 acre-feet. Dead capacity: 0 acre-feet. 7.8. Turkey Creek Reservoir No.1 (enlarged): 7.8.1. Legal Description: an off-channel reservoir to be located in the S ½ of NW ¼ of Section 20 of Township 6 South, Range 80 West, of the 6th P.M. Eagle County, Colorado at a point approximately 1,570 feet from the north section line and 1,980 feet from the west section line. 7.8.2 If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir and legal description: Water will be diverted at the following alternate points of diversion and rates of diversion to fill Turkey Creek Reservoir No.1: 7.8.2.1 Ginn Eagle River Diversion No.1 (near Red Cliff): surface water right applied for in Amended Application in section 3.3 for 25 cubic feet per second, conditional. Source: Eagle River.7.8.2.2 Ginn Turkey Creek Diversion: surface water right applied for in Amended Application in section 3.6 for 15 cubic feet per second, conditional. Source: Turkey Creek. 7.8.2.3 Ginn Willow Creek Diversion No.1: surface water right applied for in Amended Application in section 3.7 for 5 cubic feet per second, conditional. Source: Willow Creek. 7.8.2.4. Ginn Willow Creek Diversion No.2: surface water right applied for in Amended Application in section 3.8 for 5 cubic feet per second, conditional. Source: Willow Creek. 7.8.3. Date of Appropriation and how appropriation was initiated: October 13, 2006 for the original 228 acre-feet, conditional; December 19, 2007 for the enlarged 282 acre-feet, conditional. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to adoption of a corporate resolution, field investigation, engineering and other work related to the proposed water storage sites, and posting of public notice of appropriation signs at or near the proposed water storage locations. 7.8.4Date water applied to beneficial use: not applicable, conditional water right. 7.8.5 Amount Claimed: 510 acre-feet total, conditional: 228 acre-feet, conditional with an appropriation date of October 13, 2006 for a right to fill and re-fill in priority; 282 acre-feet, conditional with an appropriation date of December 19, 2007 for a right to fill and re-fill in priority. 7.8.6. Surface Area of High Water Line: 15 acres. Dam height: 75 feet. Dam length: 1,515 feet. Total capacity: 510 acre-feet. Active capacity: 510 acre-feet. Dead capacity: 0 acre-feet. 7.10. Highlands Reservoir: 7.10.1. Legal Description: An off-channel reservoir to be located in the W ½ of SE ¼ and the E ½ of the SW ¼ of Section 2 of Township 6 South, Range 81 West, of the 6th P.M. Eagle County, Colorado at a point approximately 7,130 feet west of the line common to Range 80 and 81 West and 5,500 feet south of the line common to Townships 5 and 6 South of the 6th P.M. All section and portions are projected, as this area is unsurveyed. 7.10.2. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir and legal description: Water will be diverted at the following alternate points of diversion and rates of diversion to fill Highlands Reservoir: 7.10.2.1.Bolts Ditch Headgate: surface water right described in Amended Application in section 3.1 for 30 cubic feet per second, conditional. Source: Cross Creek. 7.10.2.2. Minturn Municipal Headgate: surface water right described in Amended Application in section 3.2 for 30 cubic feet per second, conditional. Source: Cross Creek. 7.10.2.3. Ginn Eagle River Diversion No.2 (near Bolts Lake): surface water right described in Amended Application in section 3.4 for 50 cubic feet per second, conditional.

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Source: Eagle River. 7.10.2.4. Ginn Eagle River Diversion No.3 (near Bolts Lake): surface water right described in Amended Application in section 3.5 for 50 cubic feet per second, conditional. Source: Eagle River.7.10.2.5. Bolts Ditch Pumpstation: surface water right described in this Second Amended Application in section 3.9 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.10.2.6 Arminda Ditch: surface water right described in this Second Amended Application in section 3.10 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River.7.10.2.7. Minturn Water System Ditch Diversion Structure No. 2: surface water right described in this Second Amended Application in section 3.11 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.10.2.8. Maloit Park Diversion Structure: surface water right described in this Second Amended Application in section 3.12 above for 30 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.10.2.9. Lower Cross Creek Diversion Structure: surface water right described in this Second Amended Application in section 3.13 above for 50 cubic feet per second, conditional. Source: Cross Creek tributary to Eagle River. 7.10.3Date of Appropriation and how appropriation was initiated: December 19, 2007. How appropriation was initiated: By formation of intent to appropriate together with overt acts manifesting a first step toward appropriation, including but not limited to field investigation, engineering and other work related to the proposed diversions, posting of public notice of appropriation signs, and the filing of this application. 7.10.4 Date water applied to beneficial use: not applicable, conditional water right. 7.10.5Amount Claimed: 800 acre-feet, conditional for a right to fill and re-fill in priority. 7.10.6Surface Area of High Water Line: 25 acres. Dam height: 120 feet. Dam length: 800 feet. Total capacity: 800 acre-feet. Active capacity: 800 acre-feet. Dead capacity: 0 acre-feet. B.Paragraphs 8, 9 and 10, including Exhibit A, of the Amended Application are further amended as described herein. Paragraph 8 clarifies Applicant’s intent to fully consume the subject water including reuse to extinction, paragraph 9 includes a reference to the revised map showing all conditional water storage sites, and paragraph 10 is amended to include the address of owners of land upon which the enlarged and new places of storage will be located. The amended paragraphs are described below, with numbering matching that of the Amended Application: 8. Proposed uses: domestic, municipal, irrigation, snowmaking, storage, wetlands and habitat purposes, recreation, watering of lawns, parks and grounds, industrial, commercial, fire protection, construction, street sprinkling, piscatorial, aesthetic, augmentation, replacement, substitution and exchange, including use by storage for later release to meet return flow obligations and for all other beneficial uses. Several of Applicant’s proposed uses are fully consumptive. Thus, Applicant seeks the right to fully consume such water, whether by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. 9.General remarks. A REVISED map showing all conditional water storage locations is attached as Exhibit A. As discussed in the Background section, each of the storage components listed in this application, as amended are part of an integrated water supply project, thus water may be stored and exchanged between each of the component parts. 10. Name and address of owners of land upon which reservoirs and other structures will be located: 10.1 Bolts Lake (enlarged), Cross Creek Reservoir (enlarged), Battle Mountain Reservoir No.1, Battle Mountain Reservoir No. 2, Battle Mountain Reservoir No. 3, Willow Creek Reservoir No.1, Willow Creek Reservoir No.2, Turkey Creek Reservoir No. 1 (enlarged), Turkey Creek Reservoir No. 2, Highland Reservoir: Applicant. Ownership map attached as Exhibit B. Ownership of lands upon which the points of diversion are located is listed in this application, as amended, in paragraph 6. 10.2. Cross Creek Reservoir (enlarged): A portion of the enlarged Cross Creek Reservoir is located on Eagle County School District’s property: Eagle County School District RE 50-J, 757 E. 3rd St., P.O. Box 740, Eagle, CO 81631 (21 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of FEBRUARY 2008 to file with the Water Clerk in quadruplicate a verified statement of opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $90.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601