Document OErg9jx331ma8OakKRob4Kq1X

REDACTED DOCUMENT ri PLEAXIHNITBIIFTFS CAM-261 ----- ------ Phelps Dodge Corporation Ext Ref 0000000 P % , Cyprus Minerals Company and RTZ America Inc - 5 01/58704 2001/58704 2001/58704 i <?L*00 < TABLE OF CONTENTS REDACTED DOCUMENT CAMC-Greco-000411 ! REDACTED DOCUMENT TABLE OF CONTENTS Document Number i. Closing Agenda 1 Agreements and Schedules - U.S.A. Closing Stock Purchase Agreement among Cyprus Mines Corporation, Cyprus Minerals Company, and RTZ America Inc. dated as of June 5, 1992. (the "Agreement"). 2 Amendment dated June 24, 199 2 to the Agreement 3 Conformed copy of the Agreement. 4 Annex A - Cyprus Industrial Minerals - Talc Only Balance Sheets dated December 3 1 , 1991 and March 31, 1992 Annex B - Accounting Principles Annex C - Hamm Underground Mine Property Schedule 5.2 - Ability to Carry Out the Agreement Schedule 5 .3 - Capitalization of the Companies Schedule 5.5 - Financial Statements Schedule 5 .6 - Absence of Certain Changes or Events Schedule 5.7 - Liens Schedule 5.8 - Real Property - Permitted Exceptions Schedule 5.8-1 a - Fee Property Schedule 5.8-1 b - Fee Property {Unpatented Millsite Claims) Schedule 5.8-1 c - Fee Property (Patented Millsite Claims) Schedule 5.8-2a - Mineral Property Schedule 5.8-2b - Mineral Property {Unpatented Mining Claims) Schedule 5.8-3a - Leased Property Schedule 5.8-3b - Leased Property {Unpatented Mining Claims) Schedule 5.8-4a - W ater Rights Schedule 5.9 - Litigation Schedule 5 .1 0 - Compliance with Law 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 CAMC-Greco-000412 REDACTED DOCUMENT Schedule 5.11 - Contracts Schedule 5 .1 3 - Tax Matters Schedule 5 .1 4 - Employee Benefits Schedule 5 .1 5 - Patents and Trademarks Schedule 5 .1 6 - Environmental Matters Schedule 5.23 - Inventory Schedule 7 .3 - Intercompany Accounts Schedule 11 .3 - Environmental Indemnification Schedule 1 1 .3a - Operating Sites 24 25 26 27 28 29 30 31 32 III. Agreement and Schedules - European Closing European Stock Purchase Agreement between Cyprus Mines Corporation and Talc De Luzenac S.A. dated as of June 5 , 199 2 (the "European Agreement"). 33 Amendment dated June 30, 199 2 to the European Agreement. 34 Schedule 5 .3 - Capitalization of the Companies Schedule 5 .5 - Financial Statements Schedule 5 .6 - Absence of Certain Changes of Events Schedule 5.11 - Employment Agreements Schedule 5 .1 4 - Employee Benefits 35 36 37 38 39 IV. Closing Documents Agreement of Transfer and Assumption between Cyprus Talc Corporation and Cyprus Mines Corporation dated June 5, 1992. 40 Amendment dated June 24, 1992 to the Agreement of Transfer and Assumption between Cyprus Talc Corporation and Cyprus Mines Corporation dated as of June 5, 1992. 41 Second Amendment dated June 30, 1992 to the Agreement of Transfer and Assumption by and between Cyprus Talc Corporation and Cyprus Mines Corporation dated as of June 5, 199 2. 42 Bill of Sale and Assignment dated June 3 0 , 1992. 43 Assignment of Trademarks and Tradenames dated June 3 0 , 1992. 44 Assignment of Patents dated June 3 0 , 1992. 45 CAMC-Greco-000413 REDACTED DOCUMENT Assumption Agreement dated June 30, 199 2. Assumption and Retention Agreement dated June 30, 1 9 9 2 . Certificate of the Secretary of the State of Delaware, dated June 25, 1 9 9 2 , as to the good sanding of RTZ America Inc. in the state of Delaware Consent Action by the Board of Directors of Cyprus Mine Corporation, dated June 3 0 , 1992. Officer's Certificate of RTZ America Inc., dated June 3 0 , 199 2. Secretary's Certificate and Incumbency Certificate of RTZ America Inc., dated June 3 0 , 1992. Officer's Certificate of Cyprus Mines Corporation, dated June 3 0 , 1992. Officer's Certificate of Talc de Luzenac S.A., dated June 3 0 , 1992. Secretary's Certificate and Incumbency Certificate of Cyprus Mines Corporation, dated June 30, 1992. Secretary's Certificate and Incumbency Certificate of Cyprus Minerals Company, dated June 30, 1992. Stock Transfer dated June 3 0 , 1992, between Cyprus Mines Corporation and Talc de Luzenac, S.A. Resignations of Directors and Officers Officer's Certificate of Cyprus Mines Corporation, dated June 30, 1992. Officer's Certificate of Cyprus Minerals Company, dated June 3 0 , 1992. Certificate of the Secretary of the State of Delaware, dated June 23, 1 9 9 2 , as to the good standing of Cyprus Talc Corporation in the state of Delaware. Certificate of the Secretary of the State of Delaware, dated June 2 3 , 1 9 9 2 , as to the good standing of Cyprus Mines Corporation in the state of Delaware. Certificate of the Secretary of the State of Delaware, dated June 2 3 , 1 9 9 2 , as to the good standing of Cyprus Minerals Company in the state of Delaware. 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 CAMC-Greco-000414 REDACTED DOCUMENT Certificate of Assistant Secretary of Cyprus Minerals Company, dated June 3 0 , 1992. Certificate of Assistant Secretary of Cyprus Mines Corporation, dated June 3 0 , 1992. Cross Receipt Stock Assignment and Stock Certificates 63 64 65 66 CAMC-Greco-000415 REDACTED DOCUMENT CAMC-Greco-000416 REDACTED DOCUMENT LONDON/3362.01 Draft of June 30, 1992 CLOSING AGENDA A. ACTIONS TO BE TAKEN AT THE CLOSING. Cyprus to Deliver: 1. Second Amendment to Transfer Agreement. 2. Stock certificates, endorsed in blank or with executed stock powers attached, evidencing all of the issued and outstanding shares of Newco. 3. Resignations of each of the directors and officers of each Company, except as RTZ America Inc. ('RTZ") has specified prior to Closing. 4. Resignations of such auditors for each Company as RTZ may specify prior to Closing. 5. Officer's Certificate of Cyprus. 6. Officer's Certificate of Cyprus Minerals Company {'Minerals"). 7. Long Form Good Standing Certificate of Newco. 8. Short Form Good Standing Certificate of Cyprus. j CAMC-Greco-000417 REDACTED DOCUMENT 9. Short Form Good Standing Certificate of Minerals. 10. Secretary's Certificate and Incumbency Certificate of Cyprus. 11. Resolutions of the Board of Directors of Cyprus authorizing the transactions contemplated by the Stock Purchase Agreement. . 12. Secretary's Certificate and Incumbency Certificate of Minerals. 13. Resolutions of the Board of Directors of Minerals authorizing the transactions contemplated by the Stock Purchase Agreement. RTZ to Deliveri 1. The Purchase Price by wire transfer. 2. Officer's Certificate of RTZ. 3. Short Form Good Standing Certificate of RTZ. 4. Secretary's Certificate and Incumbency Certificate 7! 1 of RTZ. _1 -j 1 i 2is - - CAMC-Greco-000418 REDACTED DOCUMENT : 5 . Resolutions of the Board of Directors of RTZ authorizing the transactions contemplated by the Stock Purchase Agreement. -- 6. Amendment to European Stock Purchase Agreement. B. ACTIONS TO BE TAKEN AT THE EUROPEAN CLOSING Cyprus to Deliver: 1. Stock Certificates, endorsed in blank or with an executed blank stock power attached, evidencing all of the issued and outstanding shares of capital stock of Cyprus Industrial Minerals de France SARL. 2. Resignations of each of the directors and officers of each European Company, except as Talc de Luzenac S.A. ("Luzenac") may specify to Cyprus prior to the European Closing. 3. Resignations of such auditors, if any, for each European Company as Luzenac may specify to Cyprus prior to the European Closing. 4. Officer's certificate of Cyprus. CAMC-Greco-000419 3- - REDACTED DOCUMENT Tiuzenac to Deliver: 1. Officer's certificate of Luzenac. CAMC-Greco-000420 - 4- REDACTED DOCUMENT 2 CAMC-Greco-000421 REDACTED DOCUMENT STOCK PURCHASE AGREEMENT dated as of June 5, 1992 (herein, together with the Schedules and Annexes attached hereto, referred to as the "Agreement11) by and among Cyprus Mines Corporation, a Delaware Corporation ("Seller"), Cyprus Minerals Company, a Delaware corporation ("Cyprus") and RTZ America Inc., a Delaware corporation f"Buyer"). WITNESSETg: WHEREAS, Seller is the sole record and beneficial owner of all issued and outstanding shares of capital stock (the "Shares") of Cyprus Talc Corporation, a Delaware corporation ("Newco"); WHEREAS, Newco is the sole record and beneficial owner of all issued and outstanding shares of capital stock of Cyprus Industrial Minerals Corporation, a Nevada corporation; Cyprus Windsor Minerals Corporation, a Vermont corporation, and its subsidiary Cyprus Western Source Corporation, a California corporation; and Green Mountain Talc Corporation, a Delaware Corporation; and is the record and beneficial owner of of the issued and outstanding shares of DIMTA S.A., a company organized under the laws of Spain and is the record and beneficial owner of of the issued and outstanding shares of Nihon Mistron Company, a Tokyo, Japan corporation (collectively the "Other Companies"); and WHEREAS, upon the terms and conditions hereinafter set forth, Seller desires to sell or cause the sale of, and Buyer desires to purchase, the Shares; i NOW, THEREFORE, in reliance upon the representations and warranties made herein and in consideration of the mutual agreements herein contained, Buyer and Seller hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below; . , "Accounting Principles" means the accounting principles, policies and procedures of the Companies set forth on Annex B hereto. 4 * "Acquisition Proposal" shall have the meaning set forth in Section 7.10. - 1- iAMC-Greco-000423 REDACTED DOCUMENT "Active Employee1' shall have the meaning set forth in Section 7.4(a). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. "Assets of the Companies" means all assets, properties and rights of the Companies recorded on the Reference Balance Sheet. . "Breach" shall have the meaning set forth in Section 11.1(a). "Business Liabilities" shall have the meaning set forth in Section 7.6. "Buver__Indemnitee" shall have the meaning set forth in Section 11.1. "Claims" shall have the meaning set forth in Section 7.6. "Closing" shall have the meaning set forth in Section 3.1. "Closing Date" shall have the meaning set forth in Section 3.1. "Code" means the Internal Revenue Code of 1986, as amended. "Companies" shall mean collectively Newco and the Other Companies and each and every one of them shall be a "Company". H "Confidentiality Agreement" shall have the meaning ? set forth in Section 7.1. ! "Control" (including, with correlative meanings, : the terms "controlled by" and "under common control with"), i as used with respect to any Person, means the possession, : directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, j whether through ownership of voting securities, by contract or otherwise. . "Current Assets" shall have the meaning set forth m Section 4.2. ' ,, "Current Liabilities" shall have the meaning set forth in Section 4.2. 2- - cAMC-Greco-000424 REDACTED DOCUMENT 11Damages" shall have the meaning set forth in Section 11.1(a). "Disputes Auditor" means Ernst & Young or any other independent accounting firm mutually agreed upon by Seller and Buyer. "Encumbrances" shall have the meaning set forth in Section 5.3. "Employee" shall have the meaning set forth in Section 5.14(i). "Environmental Laws" mean any federal, state, foreign and local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction, requirement or agreement with any governmental entity and any judicial interpretation thereof, in effect on the Closing Date relating to (x) the protection, preservation or restoration of the environment, (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, Release or disposal of Hazardous Substances. The term Environmental Law includes, without limitation, the federal Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act (SARA), the Federal Water Pollution Control Act of 1972, the federal Clean Air Act, the federal Clean Water Act, the federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the federal solid Waste Disposal and the federal Toxic Substances Control Act, the federal Insecticide, Fungicide and Rodenticide Act, each as in effect on the Closing Date. However, notwithstanding anything in this Agreement to the contrary, "Environmental Laws" shall not include (i) laws relating to product liability; and (ii) laws and regulations regarding human health or safety including without limitation, federal and 'l state Occupational Safety and Health and Mine Safety and 3f! Health Acts (collectively, "Non-Environmental Laws"). I "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "European Companies" shall mean Cyprus Industrial Minerals de France SARL and Mistron Mineralien GmbH. - 3- CAMC-Greco-000425 REDACTED DOCUMENT "Fee Property" shall have the meaning set forth in Section 5.8. "Final closing statement11 shall have the meaning set forth in Section 4.4. "Financial Statements" shall have the meaning set forth in Section 5.5. "Hamm Underground Mine Property11 shall mean the property set forth on Annex C. "Hazardous Substances" and "Hazardous Materials" mean any substance presently listed, defined, designated or classified as hazardous, toxic or radioactive under any Environmental Lav, whether by type or by quantity, including any substance containing any such substance as a component. Hazardous Substance includes, without limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. < "Indemnifying Party" shall mean any party indemnifying an Indemnitee pursuant to the terms of this Agreement. "Indemnitee" means any party indemnified pursuant to the terms of this Agreement. "Intellectual Property Rights" shall have the meaning set forth in Section 5.15. "Knowledge of Seller" means the actual or "Other Knowledge" of R.D. Baker, F.F. Beyl, R.J. Buettner, D.E. Huffman, J.D. Lessner, M.J. Lorang, L.J. Verkest, P.C. Wolf or B.R. Wright. , "Leased.Property" shall have the meaning set forth in Section 5.8. "Leases" shall have the meaning set forth in Section 5.8. t "Liabilities of the Companies" means all liabilities and obligations of the Companies recorded on the Reference Balance Sheet. -- 4-- t' CAMc-Greco-000426 REDACTED DOCUMENT "Losses" shall have the meaning set forth in Section 11.3. "Mineral Property" shall have the meaning set forth in Section 5.8. "Non-Represented Employee" means any Employee who is not a Represented Employee. "Other Companies" shall have the meaning set forth in the Preamble. "Other Knowledge" means information which should have been acquired by a reasonable person in the position of R.D. Baker, F.F. Beyl, R.J. Buettner, D.E. Huffman, J.D. Lessner, M.J. Lorang, L.J. Verkest, P.c. Wolf or B.R. Wright and having his respective knowledge of facts (which shall be deemed to include the representations and warranties to be given by Seller to Buyer in this Agreement) which should have caused such reasonable person to make due enquiries, which enquiries would have provided such information. "Permitted Exceptions" shall have the meaning set forth in Section 5.8. "Person" means an individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof. 5.14. "Plan" shall have the meaning set forth in Section "Possessory Property" shall have the meaning set forth in Section 5.8. "Pre-Closing Period" means any Tax period ending on or prior to the Closing Date; and a "Post-Closing Period" means any Tax period that is not a Pre-Closing Period. "Preliminary Closing statement" shall have the meaning set forth in Section 4.2. , "Purchase Price" shall have the meaning set forth in Section 2.2. . ' "Real Property" shall have the meaning set forth in Section 5.8. v> "Reference Balance Sheet" means the combined balance sheet of the Companies and the European Companies as of March 31, 1992 included in the Financial Statements. - 5- CAMC-Greco-000427 REDACTED DOCUMENT Release11 has the same definition as in 42 U.S.C. 9601(22). Represented Employee" means any Employee who is a member of a unit of Employees covered by a collective bargaining agreement. Returns" means all returns, reports, estimates, declarations, information returns and statements of any nature with respect to Taxes, including, without limitation, consolidated federal income tax returns of the Seller's Group, declarations of estimated tax and tax reports required to be filed with respect to the Companies or their respective income, properties or operations. Seller Indemnitee" shall have the meaning set forth in Section 11.2. "Seller's Group" shall mean any "affiliated group" (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that includes the Seller or any predecessor of or successor to Seller (or another such predecessor or successor). "Seller's Insurance Policies" shall have the meaning set forth in Section 7.6. "Shares" shall have the meaning set forth in the Preamble. "Subsidiaries" shall mean any Person (other than an individual) in which another person owns, beneficially or of record, securities or any other interest representing fifty percent (50%) or more of the aggregate voting power or equity interest in such Person. "Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, profits, severance, franchise, license, transfer, sales, use, payroll, employment, withholding, property (real or personal), excise and similar taxes (including interest, penalties or additions to such taxes and any interest in respect of such penalties or additions), but excluding all sales, use, value added, transfer and similar taxes imposed in connection with the consummation of the transactions contemplated by this Agreement. "Working Capital of the Companies" shall have the meaning set forth in Section 4.2. CAMC-Greco-000428 6- - REDACTED DOCUMENT ARTICLE 2 SALE AND PURCHASE OF SHARES 2.1. Sale and Purchase. Upon the terms and subject to the conditions contained herein, Seller will sell and transfer to Buyer, or cause the sale and transfer to Buyer of, and Buyer will purchase and accept, at the Closing, the Shares. 2.2. (a) Purchase Price and Payment. In consideration of the sale and transfer pursuant to Section 2.1, Buyer hereby agrees to pay to Seller a purchase price of (the "Purchase Price"! U.S. by wire transfer as provided in Section 3.2(b). ARTICLE 3 CLOSING AND TERMINATION 3.1. Closing. The closing of the transactions provided for herein (the "Closing11) will take place at the offices of Sullivan & Cromwell at 125 Broad Street, New York, New York at 10:00 a.m. (local time) on June 30, 1992 provided all conditions set forth in Articles 7 and 8 are satisfied or, if on such date such conditions are not satisfied, on the fifth business day following the satisfaction of all conditions set forth in Articles 7 and 8 (other than the conditions specified in Section 7.6 and 8.6, which shall be satisfied at the Closing), or at such other time and place as Buyer and Seller shall agree (the "Closing fiatg"). 3.2. Transactions on the Closing Date. (a) At the Closing, Seller will deliver or cause to be delivered to Buyer the following: (i) stock certificates evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached, and in form suitable for transfer of valid title thereto to Buyer or its assigns, free and clear of any Encumbrances. (ii) resignations of each of the directors and officers of each Company (except as Buyer may specify to Seller prior to Closing); (iii) resignations of such auditors for each Company as Buyer may specify to Seller prior to Closing; and 7 CAMC-Greco-000429 REDACTED DOCUMENT (iv) each of the certificates and other documents required by Article 9 hereof. (b) the following: At the Closing, Buyer will deliver .to Seller (i) the Purchase Price by wire transfer in immediately available funds in U.S. dollars to the following account: Pittsburgh National Bank (PNB) Pittsburgh, PA Cyprus Minerals Company Further Credit: Cyprus Mines Corporation the Closing shall not be deemed consummated until Seller shall have received confirmation from PNB of its receipt of the Purchase Price and; (ii) each of the certificates and other documents required by Article 8 hereof. 3.3. Termination. Anything contained in this Agreement other than in this Section 3.3 to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing: (a) by mutual consent of Buyer and Seller; (b) by either Buyer or Seller, if the , transactions contemplated hereby are not consummated on or before August 31, 1992 (or such later date as may be agreed upon in writing by the parties hereto) ; (c) by Buyer, if Seller shall breach in any material respect any of its representations, warranties or obligations hereunder and all breaches in the aggregate constitute a material adverse change, or unanticipated and undisclosed material liability previously unknown to Buyer which would have a material adverse effect, on the talc business taken as a whole and such breach shall not have been cured in all material respects or waived by Buyer and Seller shall not have provided reasonable assurance that such breach will be cured in all material respects on or before the Closing Date. (d) by Seller, if Buyer shall breach in any material respect any of its representations, warranties or obligations hereunder and such breach shall not have been cured in all material respects or waived and Buyer shall not - 8- CAMC-Greco-000430 REDACTED DOCUMENT have provided reasonable assurance that such breach will be cured in all material respects on or before the Closing Date. 3.4 Effect of Termination. Termination of this Agreement pursuant to this Article 3 shall terminate all provisions of this Agreement, except that Section 3.4, the last sentence of Section 7.1(a) and Sections 12.2, 12.3 and 12.11 shall survive any such termination; provided. however. that termination pursuant to Sections 3.3(c) or (e) shall not relieve the defaulting or breaching party hereunder from any liability to the other party hereto resulting from the default or breach hereunder of such defaulting or breaching party occurring prior to the date of termination. ARTICLE 4 PRELIMINARY AND FINAL CLOSING STATEMENTS; ADJUSTMENTS 4.1 Working Capital. The parties intend that "Working Capital of the Companies", as defined in Section 4.2 below, shall be ^ ^ ^ ^ ^ | a s of the Closing. Using the procedure set forth below, the parties shall determine the amount and manner by which Seller shall pay Buyer for a m ^ e f ^ ^ n c y in Working Capital of the Companies below ^ ^ ^ ^ H o r by which Buyer shall pay Seller for any______ excess in Working Capital of the Companies over as of the Closing. 4.2 Preliminary Closing Statement, (a) As soon as reasonably possible after the Closing Date but in any event within sixty (60) days thereafter, Buyer shall prepare and deliver to Seller a statement of combined Working Capital of the Companies derived from a combined balance sheet for the Companies and the European Companies as of the Closing (the "Preliminary ClosingjStatement"). "Working Capital of the Companies shall for all purposes of this Agreement mean, as the context requires, the difference between total Current Assets and total Current Liabilities of the Companies and the European Companies reflected on the Reference Balance Sheet, the Preliminary Closing Statement or the Final Closing Statement. "Current Assets" shall for all purposes f this Agreement mean, as the context requires, cash, money on deposit with banks and other financial institutions, securities (excluding the stock of its subsidiaries), accounts receivable from customers or employees of the Companies, other receivables, all crude, work-in-process, finished goods and other product inventories, materials and supplies, and prepaid expenses. "Current Liabilities" shall 9- - 3. CAMc-Greco-000431 REDACTED DOCUMENT for all purposes of this Agreement mean, as the context requires, the amount of accounts payable, short-term debt, the current portion of long-term debt, and accrued liabilities due within one year other than liability for federal income taxes. Any current assets retained by Seller at Closing shall be excluded from Working Capital of the Companies. Any current liabilities assumed or retained by Seller at Closing shall be excluded from Wording Capital of the companies. Current Assets and Current Liabilities shall be recorded consistent with the Accounting Principles. Seller shall assist Buyer, as reasonably requested by Buyer, in the preparation of such statement. (b) The Preliminary Closing Statement and the Final Closing Statement shall be prepared in accordance with the Accounting Principles applied on a basis consistent with that applied in preparing the Reference Balance Sheet, in the determination of Working Capital of the Companies, finished product and crude talc inventories shall be valued in accordance with Seller's normal inventory valuation procedures and such valuation shall not be subject to adjustment. (c) Seller will make available to Buyer and its representatives, as reasonably requested by Buyer, all books, records and other documents pertaining to the businesses of the Companies deemed necessary or desirable by Buyer in preparing the Preliminary Closing Statement. . 4.3. Review of Statements. Seller and its independent certified public accountants may review the Preliminary Closing Statement and the books of account of Buyer relating to the Companies and the European Companies and may make inquiry of the representatives of Buyer's accountants and Buyer. The Preliminary Closing Statement shall be binding and conclusive upon, and deemed accepted by. Seller unless Seller shall have notified Buyer in writing within thirty (30) days after receipt of the Preliminary Closing Statement of any objections thereto. A notice under this Section 4.3 shall specify in reasonable detail the items in the Preliminary Closing statement which are being disputed, and a summary of the reasons for such dispute. 4.4. Disputes; Final Closing Statement, (a) At the request of either party, any dispute between the parties relating to the Preliminary Closing Statement which cannot be resolved by them within thirty (30) days after receipt of notice of any objections to such Preliminary Closing Statement pursuant to Section 4.3 shall be referred to the Disputes Auditor for decision, which decision shall be final and binding on both parties. The parties agree that they $t1 i.' CAMC-Greco-000432 - 10- REDACTED DOCUMENT will require the Disputes Auditor to render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. (b) Before referring a matter to the Disputes Auditor, the parties shall agree on procedures to be followed by the Disputes Auditor (including procedures for presentation of evidence). If the parties are unable to agree upon procedures before the end of thirty (30) days after receipt of notice of any objections pursuant to Section 4.3, the Disputes Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as quickly, efficiently and inexpensively as possible; the Disputes Auditor's procedures may be, but need not be, those proposed by either party, provided, that such procedure shall require the Disputes Auditor to render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The parties shall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor, and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fee of the M es.A?ditoF f?r ' and rela*ing to, the making of any such decision shall be borne by the parties equally. honn The Preliminary Closing Statement shall become final and binding on both parties upon the earliest has been given, the expiration of the period within which Seller may notify Buyer of any ihereto Pursuant to Section 4.3, (ii) agreement in writing by Seller and Buyer that such Preliminary Closing Statement, together with any modifications thereto agreed by Seller and Buyer, shall be final and binding and (iii) the Y with Deputes Auditor shall issue its decision ciSni t0 ?nym?lspute.r?latin9 to such Preliminary ad?ui?L tateaeni `*The Prel;Lniinary Closing Statement, as oursnan? r any c e m e n t between the parties or and biidi the d lslu.f the Disputes Auditor, when final ZFiinnaall" c^lIo!s9i-ng Statepmaernit"le.s' 12 herein referred to as the Closinrr Adjustment. Promptly after the Preliminary anS 9 Statement having become final and binding on Seller than occSr; ii * * _ ^ in no event later business day thereafter, the following shall ; refioAfA/q (a) If the Working Capital of the Companies as Ii d n 1116 Final Closing Statement exceeds JJ5,000,000, Buyer shall pay to Seller, bv wire transfer in mediately available funds to the account designated by f - 11- CAMC-Greco-000433 REDACTED DOCUMENT Seller not less than three business days prior to the date of such payment, an amount equal to such excess. (b) If the Working Capital of the Companies as reflected on the Final Closing Statement is less than Seller shall pay to Buyer, by wire transfer in immediately available funds to the account designated by Buyer not less than three business days prior to the date of such payment, an amount equal to such deficit. 4.6 Effect of Payment. Notwithstanding any other provision of this Agreement to the contrary, any payment made by Seller to Buyer or Buyer to Seller under this Article 4 shall have no effect upon either party's obligations to the other party under any other provision of this Agreement, including without limitation, Article ll. ARTICLE 5 REPRESENTATIONS. AND WARRANTIES OF STITT.FT? AND CYPRUS Seller and Cyprus represent and warrant, jointly and severally, to Buyer that: 5.1 Organization of Seller. Cyprus and the Companies; Authority. Seller, Cyprus and each of the Companies is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with, in the case of Seller and Cyprus, the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. Each of the Companies is qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified except where failure to be so qualified would not have a material adverse effect on the assets, businesses, financial condition, results of operations or prospects of such Company. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller and of Cyprus. This Agreement has been duly executed and delivered by Seller and Cyprus and constitutes the valid, binding and enforceable obligation of Seller and Cyprus. 5.2. Ability to Carry Out the Agreement. Except as provided in Schedule 5.2, none of Seller, Cyprus or any of the Companies is subject to or bound by any provision of - 12- CAMC-Greco-000434 REDACTED DOCUMENT _ (i) any law, statute, rule, regulation or judicial or administrative decision, (ii) any articles or certificates, of incorporation or by-laws, (iii) any mortgage, deed to secure debt, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship or other restriction, or (xv) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or under which there would be a default as a result of, nor is the consent of any Person under any material contract or agreement to which any of the Companies or any of its predecessors is a party, which consent has not been obtained, required for the execution, delivery and performance by Seller of this and the transactions contemplated hereby* , . 5.3. gapifalizatjon of the Companiest Ownership. (a) The authorized, issued and outstanding capital stock of each of the Companies are set forth in Schedule 5.3. All of the issued and outstanding shares of capital stock of each of the Companies are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Schedule 5:3/ there are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of any of the Companies or securities convertible into or exchangeable for, or which otherwise S S jff on the holder thereof any right to acquire, any such additional shares, nor is any of the Companies committed to issue any such option, warrant, right or security. . . The Shares are owned of record and ;Kneicially by Seller* Seller has good and valid title to free and clear of any and all liens, claims, 'ricJlons' encumbrances, security interests or options ( encumbrances") and good and valid title to the Shares, tree and clear of any and all Encumbrances will pass to uyer on the Closing Date. Except as set forth on Schedule 3.3, Newco owns all shares of capital stock of the Other companies, free and clear of any Encumbrances. 5.4. Equity Interests. Except as set forth in Schedule 5.3, none of the Companies or the European Companies has, directly or indirectly, any equity interest - 13- CAM0-Greco-000435 i'J .12,'! REDACTED DOCUMENT in any other corporation, joint venture, partnership or other entity. 5 . 5 . Financial Statements. Seller has heretofore furnished Buyer with copies of the following financial statements: (i) combined balance sheets for-the Companies and the European Companies as of December 31, 1991 and as of March 31, 1992, and (ii) combined income statements and statements of cash flow (or, if applicable, changes in financial position) for 1^ie year ended December 31, 1991, and the period ended March 31, 1992 (such balance sheets and income statements and statements of cash flow (or, if applicable, changes in financial position), together with the comments thereto, being collectively referred to as the "Financial Statements"). The Financial Statements are attached hereto as Annex A. To the Knowledge of Seller, the Financial Statements have been prepared in conformity with the Accounting Principles as applied by the Companies on a consistent basis throughout the period covered by such statements and the accounting principles used in the preparation of the Financial Statements are consistent with the accounting principles used by Seller and amended from time to time in the preparation of its financial statements for the years 1989, 1990 and 1991. To the Knowledge of Seller, except as disclosed in the Reference Balance Sheet or in Schedule 5 . 5 , as of March 31, 1992 there were no actual or contingent debts, liabilities or obligations of any of the Companies which were required to be disclosed on the Reference Balance Sheet or any note thereto by the Accounting Principles as applied by the Companies nor as of the closing, any contingent debts, liabilities or obligations of any of the Companies which were required to be disclosed on the Final Closing Balance Sheet or any note thereto by the Accounting Principles as applied by the Companies. ,, 5*6* Absence of Certain Chancres or Events. To the Knowledge of Seller, except as set forth on Schedule 5 . 6 , or specifically required by the Agreement to consummate the transactions contemplated by the Agreement, since December ' 1991, the Companies have conducted their businesses in the ordinary and usual course, and there has not been (i) any change or amendment to the charter, by-laws or other organizational agreements of any of the Companies, (ii) any issuance or sale of any shares of capital stock of any of Companies, or options, warrants or other rights of any Kino to acquire any such shares or securities convertible r securities exchangeable for, or which otherwise conrer on the holder thereof any rights to acquire, any such snares, or enter into any agreement obligating it to do any fo?e9 oing, (iii) any non-cash dividends declared, set siae, paid or made with respect to the capital stock of any - 14- CA1 eco-000436 REDACTED DOCUMENT of the Companies, except as provided in Section 7.3(b), (iv) any damage, destruction or other casualty loss of any asset or assets of the Companies (whether or not covered by insurance) which, singly or in the aggregate, has. a Material Adverse Effect, (v) any increase in the compensation payable or to become payable by any of the Companies-to any of its officers, directors or employees, or any increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made by any of the Companies for or with any such officers, directors or employees, except in the ordinary course of business consistent with past practice (vi) any labor dispute, other than routine labor matters, (vii) any transaction between any of the Companies on the one hand and any of Seller, Cyprus or any of their Affiliates (other than the Companies) on the other hand, than transactions m the ordinary and usual course of business, (viii) any acquisition or disposition of businesses or assets, other than in the ordinary course of business, (ix) any increased production or purchase of inventory in anticipation of the transactions contemplated by this Agreement, (x) any increase or decrease in the accounts receivable or accounts payable of the Companies in anticipation of the transactions contemplated by this Agreement or (xi) any other event or change of condition of any character which, singly or in the aggregate, has had or is reasonably likely to have a material adverse effect on the assets, businesses, financial condition, results of operations or, to the extent the event or change is caused by Seller, prospects, of the Companies taken as a whole* 5*7* Title to Personal Properties? Absence of Lis. To the Knowledge of Seller, except as set forth on Schedule 5.7, each of the Companies has good and valid title . valid and subsisting leasehold or other possessory interests in, all of its personal properties and assets reflected on the Reference Balance sheet (except for property and assets disposed of since the date of the Reference Balance Sheet) or acquired since the date of the Reference Balance Sheet and required by the Accounting Principles to be recorded on the balance sheets of such company, free and clear of any Encumbrances, except for ncumbr^^^^/hich, individually or in the aggregate, do not 5.8 Real Property Matters; (a) Title.to Real Properties? Absence of Liens. To the Knowledge of Seller, the Companies (i) own good and valid fee simple title in and to those certain real properties more particularly identified by parcel on Schedule 5.8 (the "Fee Property"), free and clear from any and all Encumbrances other than those identified as - 15- CAMC-Greco-000437 REDACTED DOCUMENT Permitted Exceptions on Schedule 5.8 {the "Permitted Exceptionsw), {ii) own good and valid fee simple title to certain mineral rights pursuant to certain Deeds more particularly identified by parcel on Schedule 5 8 (the "Mineral Property"! (iii) hold valid and subsisting leasehold estates in and to those certain real properties more particularly identified by parcel on Schedule 5.8 (the "Leased Property") r pursuant, in each case, to a valid and subsisting lease (individually, "Lease" and collectively, the "Leases") identified, as to each Leased Property, on Schedule 5.8. and (iv) hold a possessory interest in certain unpatented mining claims subject to the paramount title of the United States Government as set forth on Schedule 5.8 (the "Possessory Ppopo-iH-Y") The Fee Property, the Mineral Property, the Leased Property and the Possessory Property are hereinafter referred to as the "Real Property". To the Knowledge of Seller, Schedule 5.8 also includes a complete and accurate list of all patented and unpatented mining claims of the companies. (b) Hetlands. To the Knowledge of Seller, except as set forth on Schedule 5.8, there does not TM Si ^ nyiYriJiei! survey' study or report which claims specificaliy that any portion of the Real Property is a Wate?nAe?S ? ? j? Used and defined in The Clean Water Act, 33 U.s.c. 1251 seq.r as amended, which would render previously disclosed talc reserves unrecoverable. avail hi iC)o fieal FrPartY Records. Seller has made available to Buyer, to the extent in Seller's K S1!n.Kr control, or in the possession or control Sir.2hi, f tfe*1?omPfnies/ copies of any documents wtfhoii7!? to th<r Real Property, including, without limitation, copies of any and all title insurance policies, title commitments, title abstracts; fanndd Ssu,,r^veLys;P and2S;enviraoSnSmSenatnadlPs^tuidniees, doscuurmveenytss;anpdlans reports, in addition, in the event any additional items become available to Seller during the term of oo5r ccopni?es=eomfJnstu'ch? 'i!te6mrs sahvaali*laPbrloempttolyBumyaekre. such items _ (d ) Preservation of Mineral nirthh. Knowiedge f Seller except as set forth in Schedule 5.8, the Companies have good and valid title or iniereSi.(where indicated) to the mineral aiIhihc1^Cated4-n t^e Real ProPerty and each of them in I'? TMfhSpaCi1Ve lmmedlate predecessors have complied in all material respects with the requirements of any 3 - 16- CAMC-Greco-000438 REDACTED DOCUMENT and all federal , state or local laws or ordinances related to the preservation of such mineral rights. (e ) Operations Within Boundary Lines. To the Knowledge of Seller, except as set forth in Schedule 5.8, the activities conducted by any of the Companies and the improvements located on the Real Property are in all material respects within the boundary lines of the Real Property as described in Schedule 5.8 and there are no material encroachments bv others onto the Real Property. (f) _Condemnation. To the Knowledge of Seller, there is not now pending any condemnation or similar proceeding which affects the Real Property or any portion thereof. Seller has received no notice that any such proceeding or taking by condemnation is contemplated. 5.9 litigation. To the Knowledge of Seller, except as set forth on Schedule 5.9, there is no action, suit, proceeding or investigation pending or threatened against any Company or relating to any Company's properties, at law, m equity or otherwise, in, before, or by any court or governmental agency or authority. To the Knowledge of no unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards *y ? COUrt' an administrative agency or by against any of the Companies or against any business^ y ^ 0ther f their P a r t i e s , L s e t s 1 7 5*1? .Compliance with Law. To the Knowledge of Xci?S; SX?SPV Sv.Wlth resPect to matters set forth in fSSth Yh?-Ch are covered therein, and except as set b S w i Schedule 5.10, the business of each Company is ytlvl 2 " ' ias at a11 times during thelast three materi*? cnducted by a Company or its predecessor, in ^ cmpliance with all laws, ordinances and e S ? any governmental entity, common law and withoS ^ applicable to such Company (including, liitSt?-on' Non"Environmental Laws). To the 9 permits9and 311 *at^rial governmental approvals, with t L i l l fnS;S .feqwir?d by any Company in connection in fun -f duct of its business have been obtained and are materialfrespects.effeot and are bei"9 complied with in all Schftrt! e5,?-1 Contracts, (a) To the Knowledge of Seller, outJ?UlS 5 *11 sets forth e&oh written contract or agreement parti 5hii the d;t hereof to which any complny is a y or to which any of its properties are bound and which, - 17- H CAMC-Greco-000439 pis REDACTED DOCUMENT ^ ^ ^ m v o l v e s future payment or receipt of in excess of or future performance or receipt of services or delivery or receipt of goods and materials, in each case with an aggregate value in excess of including, but not limited to, sale and purchase agreements, distributorship agreements and loan agreements, notes and other financing documents; (ii) is a guarantee in respect of indebtedness of any Person (other than a Company) which mayinvolve future payment by a Company in excess of or is a mortgage, security agreement or other collateral arrangement securing indebtedness of any Person (other than a Company) and creating Encumbrances on properties and assets of a Company; (iii) is a lease providing for monthly rental payments by a Company in excess of (exclusive of charges for taxes, insurance, utilities, maintenance and repair); (iv) is an employment or consulting contract or is a collective bargaining agreement; (v) is a technology license agreement; (vi) contains a change of control provision or provisions of similar effect; (vii) is between any Company and Seller or any of Seller's Affiliates (other than any Company); is not an arm's-length agreement; or (ix) contains any restriction on the Companies ability to compete with any other business. (b) To the Knowledge of Seller, there is no material default by any Company or any other party, under any contract or agreement set forth or described in Schedule ^11* n .. 5.12. Brokers and Intermediaries. Except for iii n ?ead & Co*' neither Seller nor any Company has anY broker, finder, advisor or intermediary in w*th the transactions contemplated by this s?w??men5 whlch would be entitled to a broker's, finder's or ^iraiiar fee or commission in connection therewith or upon mak-i*'nsunanatlon thereof. Seller shall be responsible for entitl dy payments to which Dillon Read & Co. shall be CAI r-Greco-000440 - 18- REDACTED DOCUMENT 5.13. Tax Matters. (a) Except as set forth in Schedule 5.13, (i) all Returns with respect to Taxes that are required to have been filed by or with respect to the Seller's Group prior to the date of this Agreement# including any of the Companies, have been duly fiied, (ii) all Taxes shown to be due on the Returns referred to in clause (i) or in assessments received have in either case been paid in full, (iii) the Returns referred to in clause (i) have been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Returns were required to be filed has expired, (iv) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Returns referred to in clause (i) are currently pending, (vi) no waivers of statutes of limitation have been given or requested by or with respect to any Taxes of the Seller's Group or any of the Companies, (vii) there are no adjustments required by Section 481 of the Code or similar carryover items that would affect the income tax liability of any of the Companies for a tax year that ends after the Closing Date, and (viii) no adjustments have been made or proposed by the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to any of the Returns referred to in clause (i) which would in any way affect the liability for Taxes of any of the Companies for any taxable year or periods ending after the Closing Date. (b) No tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement. (c) As a result of Buyer's purchase of the Shares, neither Buyer nor any Company will be obligated to make a payment to an individual that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. 5.14. Employee Benefits. (i) All benefit plans, contracts or arrangements having a benefit value exceeding, in present value terms (determined using a discount rate of 8-1/2% per annum), (regardless of whether they are funded or unfunded, foreign or domestic, contractual or not) covering vfrent ePlyees or former employees of the Companies (the Employees"), including, but not limited to, "employee - 19- CAMC-Greco-000441 REDACTED DOCUMENT benefit plans" within the meaning of Section 3(3) of ERISA, and plans of deferred compensation (the "Benefit Plans"), are listed in Schedule 5.14. True and complete copies of all Benefit Plans including, but not limited to, any trust instruments and insurance contracts forming a part of any Benefit Plans, summary plan descriptions and-all amendments thereto have been made available to Buyer. (ii) To the Knowledge of Seller, all employee benefit plans, other than "multiemployer plans" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, covering Employees (the "Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA. To the Knowledge of Seller, except as set forth on Schedule 5.14, each Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter, or is currently the subject of a request for a determination letter, from the Internal Revenue Service, and Seller is not aware of any circumstances likely to result in refusal or revocation of any such favorable determination letter. To the Knowledge of Seller, there is no material pending or threatened litigation relating to the Plans. To the Knowledge of Seller, the Companies have not engaged in a transaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Companies to a tax or penalty imposed by either Section 4975 of the Code or Section 502 (i) of ERISA in an amount which, individually or in the aggregate, would be material. -. . ... (iii) To the Knowledge of Seller, no liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Companies with respect to any ongoing, frozen or terminated "single- ?5?i?yer plan"' within the meaning of Section 4001(a) (15) of e r i s a , currently or formerly maintained by any of them, or TM single-employer plan of any entity which is considered one employer with any Company under Section 4001 of ERISA or section 414 of the Code (an "ERISA Affiliate"). To the Knowledge of Seller, the Companies have not incurred and do * TM **Pect to incur any withdrawal liability with respect to a muitiempioyer plan under Subtitle E of Title IV of ERISA of whether based on contributions of an ERISA * To *** of Seller, no notice of a ?vent"' within the meaning of Section 4043 of fr whlch the 30-day reporting requirement has not ueen waived, has been required to be filed for any Pension end?^r by *ny ERISA Affiliate within the 12-month period ending on the date hereof. - 20- CAMC-Greco-000442 REDACTED DOCUMENT (iv) To the Knowledge of seller, all contributions required to be made under the terms of any Benefit Plan have been timely made. Neither any Pension Plan nor any single-employer plan of an ERISA Affiliate has an "accumulated funding deficiency" (whether or riot waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and no ERISA Affiliate has an outstanding funding waiver. To the Knowledge of Seller, the companies have not provided, or are required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. (v) To the Knowledge of Seller, except as previously disclosed in writing to the Buyer, under each Pension Plan which is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all "benefit liabilities", within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation), did not exceed the then current value of the assets of such Plan, and there has been no material change in the financial condition of such Plan since the last day of the most recent plan year. To the Knowledge of Seller, the withdrawal liability of the Companies under each Benefit Plan which is a multiemployer plan to which the Companies or an ERISA Affiliate has contributed during the preceding 12 months, determined as if a "complete withdrawal", within the meaning of Section 4203 of ERISA, had occurred as of the date hereof, does not exceed $30,000. ,,. (vi) To the Knowledge of Seller, the Companies have no obligations for post retiree health and Under any Benefit plan* except as set forth on Schedule 5.14. To the Knowledge of Seller, there are no restrictions on the rights of the Companies to amend or terminate any such Benefit Plan or any post retirement Cove5ing Active Employees without incurring any . thereunder, except for any restrictions set forth agreement11 r arising under a collective bargaining of q-o i 5ii5 * s t ents and Trademarks. To the Knowledge the Companies own or have the rights to use, a^oi?i!if?ayineni ! any consideration, all patents, patent B10? 3' trademarks, trademark applications, service marjcs, trade names, copyrights, licenses and rights which Jecessary for use in connection with the businesses of p?iLz?an;LeS (collectively, the "Intellectual Prnnertv slShts ). The Intellectual Property Rights owned by the are described on Schedule 5.15 hereto. To the Knowledge of Seller, the use and registration of the 2 1- - CAMC-Greco-000443 REDACTED DOCUMENT intellectual Property Rights do not conflict with the intellectual property rights of any other person, firm or corporation and no other person's, firm's or corporation's operations conflict with the use and registration of the Intellectual Property Rights. To the Knowledge of Seller, there are no suits pending or threatened by any of the Companies claiming a conflict by such Company with any intellectual property rights of third parties or a conflict by any third party claiming a conflict by such third party with any of the Intellectual Property Rights. 5.16. Environmental Matters. For the purpose of this Section 5.16 only, and expressly not for the purpose of Section 11.3 hereof, "Predecessors" shall mean the companies that operated Seller's talc business immediately prior to the creation of Newco. Except as set forth on Schedule 5.16: (a) Each of the Companies has obtained all material permits, licenses and other such authorizations required to be obtained by it for the operation of its business tinder all applicable Environmental Laws. (b) Each of the Companies is, and each of the Companies and its Predecessors has been, in material compliance with all applicable Environmental Laws. (c) None of Seller, any Company or any of their respective Predecessors have received any written notice during the last six years of any material violation of any Environmental Law by the Companies or their respective Predecessors, and there are no civil, criminal or administrative actions, suits, hearings, proceedings, written notices of violations, claims or demands pending or, to the Knowledge of Seller, threatened against any Company or with respect to any property owned or previously owned by any Company or its Predecessor under any Environmental Law. None of the Companies has received any written notice of any actual or threatened Release of any Hazardous Substance in violation of any Environmental Law. _ (<*) None of the Companies or any of its TM eC*Sf?rs have generated, transported, or disposed, and none of the Companies is generating, transporting or o r f 5 ing' f any Hazardns Substances to, in, upon, about, any Property wherever situated, which have resulted f Release giving rise to any material claims, losses, aamages (mciuding consequential and other damages), oi -I1' Penalties, expenses, demands, fines, or cleanup anvil' 9 costs; under and as a result of a violation of any Environmental Law. 2 2- - CAMC sco-000444 REDACTED DOCUMENT (e) None of the Companies and no other party has been involved in any activity in, upon, about, or under the Real Property or any parcel or portion thereof, and none of the Companies or any of its Predecessors have been involved in any activity in, upon, about, or under any property previously owned by any Company or its Predecessors, in connection with the generation, use, handling, treatment, removal, storage, clean up, transport, or disposal, of any Hazardous Substances which have resulted in a Release giving rise to any claims, losses, damages (including consequential and other damages), liabilities, penalties, expenses, demands, fines or cleanup or monitoring costs; under and as a result of a violation of any Environmental Law. (f) To the Knowledge of Seller, there are not now any underground storage tanks (as such term is defined in 40 CFR 280.12) in, upon, about or under any of the Real Property or any parcel or portion thereof. (g) Seller has made available in writing to Buyer which equipment of the Companies contain PCB and Seller has made available to Buyer all reports relating thereto. (h) There are not now, nor has there ever to the Knowledge of Seller been, any areas in, upon, about, or under the Real Property or any parcel or portion thereof which should have been permitted as treatment, storage, or disposal facilities under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et sea. e .. 5 :17 Improper Payments. To the Knowledge of seller, no improper payment has been made by or on behalf of fSeLd^erfail,thset*.aCtfe",paliloiceasl,Wohrichforiesi.ginn vlaiw.lation of any applicable _ . 5.18 Insurance. Full and complete copies of all property and casualty insurance policies which currently Buyer6 GaCh f the Companies have been made available to . 5.19 Talc._Reserves. Seller has made available S e l i ^ lGcr?ferye wrltte data to Buyer. To the Knowledge of wTih reporting of talc reserves is consistent reserve reporting requirements of the U.S. securities and Exchange Commission. Euronoar. o5 '20 .Satire Business. The Companies and the Companies conduct all of the talc business of or encimbiLiSl ^ ffJliates and own (without any right, title othei^S in fav?r ?f Seller any of its Affiliates i n t e r t h e Compames) all of the assets, rights or rests relating to such business, other than Cyprus logos 2 3- - 0-000445 EDACTED DOCUMENT and the Hamm Underground Mine Property, that are owned by Seller or any of its Affiliates, The assets of the Companies as of the Closing Date will be sufficient to l--'- enable the Companies to carry out the talc business of Seller and its Affiliates as presently conducted hy Seller and its Affiliates. . 5.21 Mining and Technical Matters. (a) purposes of this representation and warranty, "Mineral Rights" means all rights, leases, concessions, licenses and other entitlements to explore for, mine and extract all and any minerals. For the (b) To the Knowledge of Seller, except as set forth on Schedule 5.8, each Company is duly authorized to carry on production of minerals in each jurisdiction where it presently carries on such activities, has good and valid title to all Mineral Rights required in connection with its current operations and possesses all rights of access, easements, rights to water, power and other services necessary for the said operations. (c) To the Knowledge of Seller, each Company is duly authorized to carry on exploration for minerals (where such exploration is currently in progress) in each jurisdiction where it carries on such activities. To tte Knowledge of Seller, all Mineral Rights held by a Company are in full force and effect and, free from cancellation, forfeiture or any accrued right of termination and there has been no material adverse change in the condition of or rights under the same except depletion of ore reserves due to operations in the ordinary course of business; provided, however, that with respect to ^HCSliati?n Possessory interests, Seller only represents cancellation.that Xt has not received any written notice of .j Knowledge of Seller, no Company has eui?* " ? u notice of default or claim of default or of any current or threatened expropriation, withdrawal or canceiiation of any Mineral Rights nor are there any suits or proceedings in progress or pending or threatened against ,, affecting any Mineral Rights or the minerals produced Sf*0" ?lch, if decided adversely, would materially thereunder^0 Mineral Ri9hts Qr the rights enjoyed (f) To 1:110 Knowledge of Seller, except as set ?? Schedule 5.8, none of the Mineral Rights nor the E25h?C*on of minerals thereunder is subject to any royalty, production payment, lien, charge, security interest or other - 24- CAMC-Greco-000446 EDACTED DOCUMENT encumbrance/ and no Company is obliged by virtue of any prepayment under any contract providing for the sale of any such minerals or under any similar arrangement to deliver any of such minerals at any future date without then or in due course thereafter receiving full payment therefor. (g) To the Knowledge of Seller, the records supplied to Buyer relating to: (i) geological, geophysical, geochemical, drilling and other engineering data; (ii) maps and drawings showing mining operations carried out; (iii) ore reserve estimates and production data; and (iv) metallurgical test work, are true and accurate, within the standards of the industry, in all material respects. 5.22 Disclosure. To the Knowledge of Seller, all written information which has been given by Seller or any representative of Seller to Buyer or any representative of Buyer, is true, complete and accurate in all material respects and there are no facts, matters or circumstances which render any such information inaccurate or misleading in any material respect. 5.23 Inventory. All inventories of the Companies are of a quality and specification conforming to the usual standards used by the Companies, and except as set forth on schedule 5.23, all inventories are reflected on the Reference Balance Sheet in accordance with the Accounting Principles to realizable value on a going-concern basis, nere are no talc ores included in the inventories of the c-ompaiues that can not produce products in conformity with une Companies existing product specifications and existing production methods. * m_. 5.24 Condition of the Assets of the Companies. Knoyledge of Seller, all of the physical assets of une companies, including machinery and equipment, are in reasonabie operating condition required for the current conduct of the business of the Companies, normal wear and tear excepted. s.n 5.25 Accounts Receivable. To the Knowledge of EiiiTM' a11 accounts receivable of the Companies and the European Companies shown on the Reference Balance Sheet, and - 25- can sco-000447 REDACTED DOCUMENT all accounts receivable arising thereafter and prior to the Closing shown in the books of the Companies, arose and will arise in the ordinary course of business and are fully collectible, except to the extent a bad debt reserve has been established for such accounts receivable in accordance with the Accounting Principles. - 5.26 Formation of Newco. Newco was incorporated on April 1, 1992 in the State of Delaware. Since its date of incorporation, Newco has not engaged in any activity f other than activities contemplated and disclosed to Buyer in connection with the restructuring of the talc business of I Seller and its Affiliates. 5.27 Working Capital of the Companies. To the Knowledge of Seller, no individual working capital item set forth on the Reference Balance Sheet has changed by more than since the date of the Reference Balance Sheet, except for changes in the ordinary course of business of the Companies. 5.28 Disclaimer. No representations or warranties have been made to Buyer by Seller other than those expressly set forth in this Agreement. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller that: . 6.1 Organization and Authority of Buyer. Buyer is a Delaware corporation, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and. BuyerltUteS th* valid' bindin9 and enforceable obligation of 6 *2 Ability to Carry Out the Agreement., Buyer is nor subject to or bound by any provision of . . (i) any lawf statute, rule, regulation or judicial or administrative decision, . , (ii) any articles or certificates of incorporation or by-laws. 2 6- - o-000448 REDACTED DOCUMENT (iii) any mortgage, deed to secure debt, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or :; (iv) any judgment, order, writ injunction or decree cf any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or under which there would be a default as a result of, nor is the consent of any Person under any material contract or agreement which has not been obtained required for, the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby. 6 3. Brokers and Intermediaries. Buyer has not employed any broker, finder, advisor or intermediary in connection with the transactions contemplated by this Agreement which would be entitled to a broker's, finder's or similar fee or commission in connection therewith or upon the consummation thereof. . 6.4. Investment. Buyer is acquiring the Shares its own account for investmentt without a view to, oir f?r,r?ale in connection with, the distribution thereof in violation of federal or state securities laws and with no present intention of distributing or reselling any part thereof. Buyer will not so distribute or resell any Shares m violation of any such law. ARTICLE 7 CERTAIN COVENANTS AND AGREEMENTS OF SELLER. CYPRUS AND BUYER . 7 *1* ccess and Information; Testina of Reserve. TSr e L n L ^ r ^ r SeH er ^ a l l permit uyer and its acS ? (including, without limitation, its public this S r ntS' counsel and other advisors) after the date of uoon iff to have access d ^ i n g normal business hours, direcSiff? It advance notice to Seller to the officers and irectors of the Companies and/or the Seller (as ofPi2riatei' the auditors of the Companies and any and all data f / remiSfS:-properties' contracts, books, records and limit?L fKrelatlng.to each of the Companies.. Without c i S S M e iregoin?' Buyer, its public accountants, and f i L ?? ?er advisors shall have the right at any time a from time to time prior to Closing to enter the Real - 27- CAI co-000449 REDACTED DOCUMENT Property, or any portion or parcel thereof, for the purpose of obtaining a survey, either boundary or as-built, of such Real Property, conducting Phase I environmental audits and property audits of Real Property, surveying and otherwise examining the physical, hydrological and topographical nature of the Real Property. "Phase I environmental audits" shall be understood to consist of walk-throughs of any of the Real Property or facilities thereon, review of documents relating to environmental issues, interviews of personnel with knowledge relating to environmental issues, and review of public records. Such access shall be conducted by Buyer and its representatives in such a manner as not to interfere unreasonably with the business or operations of Seller or any Company. All information provided to Buyer pursuant hereto shall be subject to that certain confidentiality agreement executed by an affiliate of Buyer and dated April 24, 1991 (the "Confidentiality Agreement-! _ (b) From the date hereof through and including the Closing Date, Seller shall cause the Companies to give full access to Buyer and its representatives for the purpose of testing Seller's talc reserves, using standard industry testing technigues.^ Such access shall be conducted by Buyer its representatives m such a manner as not to interfere unreasonably with the business or operations of Seller or any Company. f1irnjeu 7:? Bgqulatopy Filings. Each party hereto will furnish to the other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary Y thisn?ransactionSSinS t0 anY government agency related to pnduct of Business; Intercompany Accounts. in i ai Prior to the Closing, and except as set forth " consiiiL ; r otherwlse contemplated by this Agreement ccoovveenannat^s ainl,d agroeresaPtPh5atTM:i by Buyer in writing. Seller ,, (i) , ii" will cause the businesses conducted ^ e ompames to be operated only in the ordinary and usual course and use all reasonable efforts to preserve the properties and relationships with suppliers and customers of such businesses; or- c n n it: wil1 cause each Company not to issue issue fharGS 0.capital ^ o c k of such company, or anv Sinn f 11 anY optlons' warrants or other rights of ?c?uiro any such shares or securities convertibie into or exchangeable for, or which otherwise confer on the holder thereof any right to ; - 28- CAI 000450 ^CTED DOCUMENT acquire, any such shares, or enter into any agreement obligating it to do any of the foregoing? (iii) except for the contemplated transfer of assets from seller to Newco, it will not, other than in the ordinary course of business, cause the transfer of any material assets or contracts, or hire, fire or transfer any key employees to or from any subsidiary, division or other business unit within or among the Companies; (iv) it will cause each of the Companies not to change or amend its charter, by-laws or other organization agreements; (v) it will cause the Companies not to acquire or to dispose of any property, right or other asset employed in the business of the Companies, other than in the ordinary course of business (it being understood that the purchase or sale of talc reserves shall not be considered in the ordinary course of business for purposes of this paragraph (v)); , (vi) it will cause the Companies to or will itself keep in full force and effect insurance on assets and Real Property and other property of the Companies or for the benefit of employees of the Companies, liability and other casualty insurance related to the Companies, and bonds on personnel of the Companies in accordance with the past practices of the Companies, and it will ensure that all proceeds received under such insurances will remain assets of the Companies at the Closing or will be transferred to the Companies prior to the Closing; # (Vii) it will cause the Companies not to enter into or to amend any employment, bonus, severance or retirement contract or arrangement or any employee benefit plan with regard to the Companies; , (viii) it will cause the Companies not to increase any salary or other form of compensation payable or to become payable to any of the executives or employees of the Companies, or to pay any bonuses to any of such executives or employees, except for payments made in the ordinary course and for such payments to be made pursuant to the bonus or profit sharing provisions of the employment agreements listed on Schedule 5.14 hereto; (ix) it will cause the Companies not to enter into, make, agree upon or to agree to enter into 2 9- - CAI ireco-000451 REDACTED DOCUMENT (A) other than in the ordinary course, any contract, purchase or sale order, or other commitment, or (B) any real propertj^^^M^jrequiring an expenditure or payment in excess of per annum or which cannot be terminated by the relevant Company within a period not exceeding 12 months; - (x) it will cause the Companies not to incur any debt or obligation for borrowed funds and not to extend credit in the sale of products, collection of receivables or otherwise, other than in the ordinary and regular course of business; (xi) it will cause the Companies not to take any action and not to cause any action to be taken by any party, which action would materially and adversely affect the businesses of any of the Companies, including, without limitation, the state of title of any of the Companies in and to any material portion of the Real Property. It will not permit any Company to fail to exercise any option to extend or exercise any option to terminate any Lease between the date hereof and the Closing without Buyer's prior written consent to each such non-extension or termination of any Lease, or amend or modify any such Lease except in the ordinary course; (xii) it will not permit any of the Companies to wind up, liquidate or dissolve or to enter into any transaction of merger or consolidation; and it will not, and it will not permit any of the Companies to, agree to take any of the foregoing actions. . (b) Seller and Buyer agree that all intercompany accounts between Seller or any Affiliate of seller (other than a Company) and any Company shall be With effective prior to the Closing and to rne extent such settlement is not feasible at or prior to ne Closing, shall be settled as soon as practicable after to closing111* SUCh settlement sha11 be effective as of prior Bnve- ,7*4 * Employee Matters. (a) Ongoing Employment. Conman e^sure that all persons who were employed by any t h S S y lmmed^ t e l y preceding the Closing Date, including shftJ ?n vacation, leave of absence or disability (whether ter? or ln9 *"term disability or workers's ina? ^ Sation) and those subject to or on lay-off (but only, extoJiJ ase of elnPloyees subject to or on lay-off, to the a collective bargaining agreement providing for - 30- cam ico-000452 REDACTED DOCUMENT recall rights is applicable to such employees) ("Active Employees", which term shall be defined as those individuals identified above), will be employed by Buyer or any Affiliate of Buyer (including but not limited to the Companies) on the Closing Date, on substantially the same terms (regarding salary, job responsibility and location but excluding retirement and welfare benefits) as those provided to such Active Employees immediately prior to the Closing Date. The employment of any Active Employee by Buyer on the Closing Date does not create a right to ongoing employment with Buyer other than may exist under a collective bargaining agreement or an individual agreement. (b) Welfare Benefit Plans. (i) Seller shall retain the responsibility for providing for payment of all (A) claims of Employees under any medical, dental, hospital or health plans for previously documented physical or mental conditions in existence on the Closing Date, and provided that a claim for such condition is made within one year of the Closing Date, and (B) claims incurred under any life insurance plans for death occurring prior to the Closing Date. , (^-3.) Seller shall retain the responsibility for providing for payments of all long-term disability claims (including long-term disability claims that result from continuous short-term disability claims in existence on the Closing Date) arising from disabilities of Employees that occurred prior to the Closing Date and up until such time as the Employee returns to work with the relevant Company on a full time, unrestricted basis for at least 30 days. Buyer shall assume the responsibility for providing for payments f all short-tern disability claims arising from such disabilities. fn*. . Sellef shall retain the responsibility tor providing for payments of all worker's compensation claims made on or before the Closing Date, provided. ngwever, that Seller shall only be liable under this paragraph (in) for payments in excess of the amount accrued with respect thereto on the Final Closing btatement. Buyer shall assume the responsibility for P v i d m g for payments of all worker's compensation claims made after the Closing Date. Seller shall retain the responsibility for providing Non-Represented Employees who retired (or 1 .applicable who terminated with vested benefits) Prior to the Closing Date with retiree health and life - 31- cam ico-000453 REDACTED DOCUMENT benefit under the Benefit Plan(s) which covered such Employees prior to the Closing Date. As of the Closing Date, Buyer assumes all liabilities for vested and non vested post-retirement medical and life insurance benefits with respect to Non-Represented Employees who are Active Employees. . (v) Seller shall retain the responsibility for providing Employees who terminated employment with the relevant Company.prior to the Closing Date (and their "qualified beneficiaries" within the meaning of Section 4980B of the Code) with the continuation of group health coverage required by Section 498OB of the Code. (vi) Buyer shall assume Seller's obligations and responsibilities under all collective bargaining agreements covering Employees. (c) Pension Plans. (i) Effective as of the Closing Date, Buyer shall amend an appropriate pension plan to be designated by Buyer (the "Buyer Pension Plan") to provide that (A) upon the transfer of assets referred to below, the service of Active Employees who participated in the Retirement Plan for Salaried Employees of Cyprus Minerals Company or the Cyprus Industrial Minerals Company Division Pension Plan for Yellowstone Mine Hourly Employees (the "Seller Pension Plans") shall be recognized for all purposes thereunder (including benefit accrual) to the extent such service was recognized under the relevant Seller Pension Plan and (B) upon such transfer, the accrued benefits under the Buyer Pension Plan of Active Employees who either of the Seller Pension Plans shall in no event be less than their accrued benefits under such Seller Pension Plan as of the Closing Date. ,, . , As soon as reasonably practicable, but in any (unless both Buyer and Seller otherwise agree) within 180 days after the Closing Date, Seller shall cause to be transferred from the trusts under the seller Pension Plans to the trust under the Buyer Pension Plan an amount in cash equal to the actuarial present value of the "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) as of the losing Date of Active Employees who participated in ?irher ot the SeH r Pension Plans, together with nifrSSt4.?t the rate of 8^% per annum from the Closing uace to the date of transfer. Determination of such actuarial present value shall be the Base Present 3 2- - 0454 REDACTED DOCUMENT Value, provided/ however, that if the Alternate Present Value exceeds the Base Present Value by more than the actuarial present value shall be the Base Present Value plus 50% of the difference between the Alternate Present Value and the Base Present'Value. As used herein/ the Base Present Value" shall mean the actuarial present value determined on the basis of the m- actuarial assumptions used in preparing the Cyprus Minerals Company Annual Report and 10K as of December 31, 1991 plus 10% of the actuarial present value so determined/ and the "Alternate Present vaina shall mean the actuarial present value based on the actuarial assumptions used in preparing the Cyprus Minerals Company Annual Report and as of December 31/ 1 9 9 1 modified to (x) assume that a proportion of Employees will receive benefits upon termination or retirement under the lump sum option based upon the calculation practices currently used by Seller (including any non qualified supplements that may be applicable) and upon deferred (or immediate, if applicable) Pension Benefit Guaranty Corporation interest rates, and (y) base the proportion of Employees assumed to take the lump sum option on the actual experience under the Seller Pension Plans over the last two years, taking into account the age and service of the Employees at termination or retirement. Such actuarial present values shall be calculated as at the Closing Date by an actuary appointed by Seller and agreed to by an actuary appointed by Buyer, and shall be reduced by the amount of any benefit payments made with respect to Active Employees after the Closing Date but prior to the date of transfer. . Pending completion of the transfers described m this paragraph (i), Seller and Buyer shall make arrangements for any required benefit payments to Employees from the relevant Seller Pension Plan, seller and Buyer shall provide each other with access to information reasonably necessary in order to carry out the provisions of this Section. co-i, ^ Effective as of the Closing Date, w?iier sh?n ainend the Retirement Plan for Employees of Windsor Minerals Corporation Represented by Cement, Lime, Gypsum and Allied Workers Division of the Brotherhood of Boilermakers International, A.F.L.- c.i.o., local lodge D449 (the "Windsor Plan") and Cyprus Industrial Minerals Company Division Pension an for Three Forks Plant Hourly Employees (the "Three suiS+.Plan",to m?ke BuYer the "plan sponsor" (as such term is defined m Section 3(16)(B) of ERISA thereunder. Seller shall cause to be transferred, as 3 3- - cam :o-000455 ACTED DOCUMENT soon as reasonably practicable, but in any event , (unless both Buyer and Seller otherwise agree) within 180 days after the Closing Date, to a trust established by Buyer under the Windsor Plan and the Three Forks Plan, all assets attributable to such Plans held under the Cyprus Minerals Company Master Trust. (iii) Seller shall continue to make contributions to these plans when due as required until the Closing Date. Buyer shall be responsible for making required contributions when due to these plans after the Closing Date. With respect to the Three Forks Plan and the Windsor Plan, the required contributions for 1991 and 1992 for purposes of this Agreement shall be the minimum required contribution under Section 412 of the Code as determined by an actuary appointed by Seller. Seller's share of the required contribution for 1991 will be the entire required contribution for 1991. Seller's share of the required contribution for 1992 shall be determined by multiplying the total required contribution for 1992 by the fractional portion of 1992 preceding the Closing Date. Buyer's share of the required contribution for 1992 shall be the total required contribution for 1992 StlleK S fhare ? required contribution for 1992. if actual contributions to these plans by Seller exceeds Seller's share of the required contributions then Buyer shall reimburse Seller for the amount of such excess, if Seller's share of the required th2irib?i10n\ e?feed? Seller's actual contributions then Seller shall reimburse Buyer for the amount of SUCH GXC6 S S 4-1. iiv} Buyer Shall assume Seller's liability V i nd Island' Nebraska Multiemployer Pension Plan for Members of General Drivers and Helpers Local #^44^Affiliated with the International Brotherhood of Teamsters Afl-CIO. assume all (f { . * 1 " ^ Uafrii Buyer shall liefoH ^abilities and assets for all Benefit Plans CCoonmmp*ann-iiesn BocrbtehdeuleEur5o.1p4eanthaCtompcaonvieers.foreign empPlaoyyeeeess oorf mthee liabilitiie J Buye5.shai1 assume responsibility for all liahi i-ii-* ' ^eluding but not limited to severance benefit o f withdrawal labilities, arising because former Li-. V * r omisslns regarding Seller's then former Employees after the Closing Date. CAIM F000456 - 34- (f) Savinas Plan. (i) Effective as of the Closing Date, Buyer shall amend an appropriate savings plan to be designated by Buyer (the "Buyer Savings Plan11) to provide that (A) the service of Active Employees who participated in the Cyprus Minerals Company Savings Plan and Trust (the "Seller Savings Plan") shall be recognized for all purposes thereunder to the extent such service was recognized under the Seller Savings Plan and (B) the account balances of such Employees which are transferred from the Seller Savings Plan to the Buyer Savings Plan in accordance with this event (unless both Buyer and Seller otherwise agree) within 180 days after the Closing Date, Sellers shall cause to be transferred from the Seller Savings Plan to the Buyer Savings Plan the liability for the account balances of Active Employees who participated in the Seller Savings Plan, together with assets the fair market value of which is equal to such liability. y._ *--- --'-- AUCUNS uw 5 yeSSiirm Seller Savings Plan. Seller and Buyer shall provide each other with access to information reasonably necessary in order to carry out the provisions of this Section. 1 (h) Indemnity. Seller agrees to defend. F o r purposes of this paragraph (h), terms Buyer Indemnitees,, Damages, Breach and Seller 3 5- - cam ico-000457 REDACTED DOCUMENT Indemnities have the respective meanings ascribed thereto in Section 11.1. 7.5. Tax Matters. (A) Section 3 3 8 / h W i m . Neither Buyer nor Seller nor any of their respective Affiliates shall make any election pursuant to Section 3 3 8 (h) (10) of the Code. Seller understands that, Buyer may make and may cause each member of its affiliated group (as defined in Section 338(h) (5) of the Code) to join in a protective carryover basis election as provided for by regulations under Section 338(e) of the Code. With regard to this election, Seller will fully cooperate and join in the election, if necessary. (B) Liability for Taxes and Reiatort Matter-s. . (i) Liability for Taxes. Seller shall be liable for and indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included any of the Companies and Taxes resulting from any of the companies ceasing to be a member of the seller's Group) (a) imposed on Seller's Group (other than any Taxes described in the following clause (b) of the Companies for any taxable year), (b) imposed on any of the Companies or for which any of the Companies may otherwise be liable (i) for any taxable year or period that ends on or before the Closing Date and, (ii) with *3PeCi-to any taxable Year or period beginning before and ending after the Closing Date, for that portion of such taxable year ending on and including the Closing as set forth in (v), Seller shall be received forasnuyc?h;epfeurni?odosf. Taxes f any of the Companies sell*- * ^ Buyer sha11 be Arable for and indemnify vf fr ^ Taxes of ay of ie Companies for any taxable year or period that begins after the Closing Date and, with respect to any taxable year or period ?h?inni!i?.before and endin9 after the Closing Date, for portion of such taxable year beginning after the S fuiS9 5ae - Th Buyer sha11 be entitled to any sUucSh pderifodTsa.xes o any of the Companies received for (iii) Taxes for Short Taxable Year. For i s ^ f S of Paragraphs (B) (i) and (B) (ii), whenever it anv S Sthfearcyomtpo?ndelteesrm,lonreatphoertliioanbiolfitay tfaoxrabTlaexes of or period that begins before and ends after the closing - 36- CAMC- Co-000458 EDACTED DOCUMENT Date, the determination of the Taxes of any Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that such company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation y shall be apportioned on a time basis. ' (iv) If, as a result of a challenge by any taxing authority to any transaction that had been treated or a tax-free transaction under Section 351 of the Code or any similar provision under state tax law such taxing authority determines the adjusted tax basis in an asset of Newco, including the stock in any of the other Companies, as of the Closing Date to be less than the Carryover Basis (as defined below), then Seller shall indemnify Buyer to the extent that the Carryover Basis ^of such asset would have produced greater tax benefits to Buyer. Payment under this paragraph shall be made at the time the adjusted tax basis in an asset of Newco is determined to be other than the Carryover Basis and shall equal the highest marginal corporate tax rate in effect on the Closing Date multiplied by the difference between the Carryover Basis and the fdftrmined adjusted tax basis; provided, however, that for the purposes of computing such payment, a reduction in the basis of one or more assets shall not ne taken into account to the extent that the determination that resulted in a reduction in the basis of such assets also resulted in the increase in the oasis m inventory, receivables or other current assets, or any asset that is amortizable, depreciable i L dfPlet?le under *** applicable tax law in effect on tne date that such determination is made. As used term "CarrYver Basis" means the adjusted rax oasis m the asset as of December 31, 1 9 9 1 reduced X anY depreciation, depletion or other such allowance tor, in the case of stock in any of the other companies, by the adjustments provided for in section 1.1502-32 of the income tax regulations) p operly attributable to the period between December 31, 1991 and the Closing Date. . W Adjustment to Purchase Any payment by Buyer or Seller under this Section will be an adjustment to the Purchase Price. . ,, <vi) Refunds from CarrvbarVB . if Seller or credit of Taxes for any od for which it is liable under paragraph (B)(i) to -37 CAMC- 1-000459 REDACTED DOCUMENT indemnify Buyer and such refund or credit is attributable solely (or in part) to the carryback of losses, credits or similar items from either a taxable year or period that begins after the Closing Date or in the case of a taxable year or period that begins before and ends after the Closing Date, that portion of the taxable year or period that begins after the Closing S?;-- Date (determined under the principles of paragraph (B) (iii)), and is attributable to any of the Companies, Seller shall promptly pay to the Buyer the amount of such refund or credit (or a pro-rata share of such refund or credit if due only in part to the carryback of such losses, credits or similar items) together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Buyer shall repay any amounts paid to it by the Seller pursuant to this paragraph and indemnify and hold harmless the seller for any interest and penalties assessed against Seller by reason of the reduction or disallowance. Provided, however, that the preceding sentence shall not apply if the reduction or disallowance is caused by Seller's computational error. (vii) Returps. Seller shall file or cause to be filed when due all Returns with respect to Taxes that are required to be filed by or with respect to any of the Companies for taxable years or periods ending on or before the closing Date and shall pay any Taxes due in respect of such Returns, and Buyer shall file or cause to be filed when due all Returns with respect to Taxes that are required to be filed by or with respect to any of the Companies for taxable years or periods ending after the Closing Date and shall remit any Taxes u ,^n resPect of such Returns. Each of the Companies shall retain an officer of Seller for the sole purpose ot signing the Returns that Seller is required to file pursuant to this paragraph. Seller shall pay Buyer the fr whi?h Seller is liable pursuant to paragraph i.7. * but whlch are payable with Returns to be filed ty Buyer pursuant to the previous sentence not less tnan two business days prior to the due date for the i SUch Taxes* Buyer shall provide Seller with then best estimate of these taxes 10 business days due date for Payments of such Taxes. the fongoing, with regard to taxes for n ^ 1 do ??at begin before but end after the Closing und^ sha11 be entitled to reduce its payment r<uthls Paragraph to Buyer to the extent of the by Company making the payment on the company's balance sheet as of the Closing Date, with regard to taxes for periods that begin before but end - 38- CAMC- 10460 :d a c t e d d o c u m e n t after the Closing Date, Buyer shall pay Seller, within five (5) business days of making a payment for the applicable taxes to a tax authority, any amounts accrued on the Final Closing Statement of the Company making the payment, for the particular liability for tax, in excess of the applicable tax. (viii) Contest Provisions. Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its Affiliates or any of the Companies of notice of any pending or threatened audit or assessment by any federal, state, local or foreign taxing authorities which may affect the tax liabilities of any of the Companies for any periods for which Seller would be required to indemnify Buyer pursuant to paragraph (B) (i), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. Seller shall have the sole right to represent any Company's interests in any tax audit or administrative or court proceedings relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense. Notwithstanding the foregoing, Seller shall Dot be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or any of the Companies for any period ending after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not e unreasonably withheld, and shall not be necessary to tuie extent that Seller has indemnified the Buyer aJJainst the effects of any such settlement. Buyer shall have the sole right to represent any Company's interest in any tax audit or administrative or court proceeding for any taxable year or period that begins before but ends after the Closing Date. Neither Buyer nor any of the Companies may agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller under paragraph (B)fil without the prior written consent of Seller, which consent shall not be unreasonably withheld. (ix) Termination of Tax Allnrafi'nn jajgejnents. Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been - 39- CAMC-i 10461 REDACTED DOCUMENT entered into by Seller or any member of Seller's Group and any of the Companies shall be terminated as to each of the Companies as of the Closing Date, and no payments which are owed by or to any of the Companies pursuant thereto shall be made thereunder. I, (^) Transfer Taxes. Seller and Buyer shall each be liable for one half the transfer, sales, use or other similar taxes arising under any state, local or foreign law from the sale of the Shares, including any real property transfer taxes. Buyer and Seller shall cooperate fully in making any payment, withholding any amount or filing any return or information which is required with respect to a transfer, sales, use or other similar tax described in the preceding sentence. The party responsible under state local or foreign law for making such payment, withholding such amount or filing such return or information with r respect to such transfer, sales, use or other similar taxes shall undertake to fulfill that responsibility; provided however, that Seller must inform Buyer of any payment that must be made by Buyer, amount that must be withheld by Buyer or return or information that must be filed by Buyer with respect to such transfer, sales, use or other similar taxes. Information to be Provided hv Rtivor* ui +-v* Buvlr=h?1the in l992 prior to the ClSsiig Buyer shall promptly cause each of the Companies to prepare with nast ta x ; "i1?? sha11 be cnpleted in accordance ctlce " eluding past practice as to providing 5"atlon# schedules and work papers and as to the 9 reieSfn?fTMCOinpUtati0" f seParate taxable income or other shall f lncome of each of the Companies. Buyer be delivered11?6 PacJage described in this paragraph to eiivered to Seller by December 3 1 , 1992. Date eanh^l frffistance and Cooperation. After Closing >-e, each of Seller and Buyer shall: y ^ assist (and cause their respective RetuiiJ^i t0 aJflst? the other party in preparing any Returns or reports with such other party is responsible Section?arin9 and filing in accordance with this audits of PreParin9 for any reaaSi f' or dlsPutes with taxing authorities egardmg any Returns of any of the Companies; taxino ant-vSiiU "ake available to the other and to any ng authority as reasonably requested all * - 40- CAMC*GrecD=0OO462 REDACTED DOCUMENT information, records, and documents relatincr to Taxe<? of any of the Companies; y . Provide timely notice to the other in writing of any pending or threatened tax audits or f th ConPanies for- taxable periods Section^and other =iay have a liability under this (v) furnish the other with copies of all correspondence received from any taxing authority in wW1i^t h ^reesipne^c?t1t^o11 aannyy tsaucXhuatuadxiatbloer pienrfioordm.ation request ,, Recrd R etention. Seller will continue store and maintain the original copies of any federal state, local or foreign tar return or report for any vear still open for audit bv anv t a v i m a,,**.;.?! I ny year up to and including t L e S l a r f ^ g i S S S L S S * ? or before the closing Date and any work ptpera p r aSaSI exclusively for purposes of filing such ret5rasP Sellfr papers^hat^av^been^repared ^ Closing Date and with fopies o f s S i e g S e n f i e t u r a f ^ v papers as soon as possible after such^Itural S d univ maintain such records on its L n b e h a l f " 1"9 t0 Store ana the parties^et^fo r thHn^fh?!^93!^ nB- The obligations of and absolute and shall ?eCti2n shall be unconditional as to time? U renain in effect without limitation third--natH-Z*^ * Bsurance . To the extent that (i) there are A f f i l i L 2 y (othe?athanPthiCCom ma!ntained bY Seller and its Policies.,; insSrina acafnlt arPa?16S) <"Seller^Insurance or availability o ^ i i s u r ^ 1"3968 r exPensesr regardless of the aSS ? pira?r s Insotance?TM???ercon?iniet?fio? thTcl'3' (il) S - S S S T L S 2 cooperate Sanies SSS oi^h - 41- CAMC-Jfe'co-000463 REDACTED DOCUMENT Companies under Seller's Insurance Policies with respect to such Business Liabilities relating to occurrences prior to the Closing. 7 '7 * Books and Records. Except for tax records covered by Section 7.6(F), Buyer will, end will cause each company to, for a period of six years after the Closing, retain all books, records and other documents pertaining to the businesses of the Companies in existence oh the ciolino Date and to make the same available after the closing Site for inspection and copying by Seller or any Affiliate of seller at Seller's expense during the normal bGillSl Slurs of Buyer or such Company, as applicable, upon reasolabl! imiiS reasonable notice. KithoSt limiting he generality of the foregoing, Buyer will, and will cause each available to Seller, the AffiliatS II Seller and their respective representatives all information deemed necessary or desirable by Seller or such AffUiltl! in preparing their respective financial statement! and t S returns and conducting any audits in conneSII! tlellliS? _ 7;8 * Announcements. Prior to the Closino neither Seller nor Buyer will issue any press releis or g = S "^ t h e ytrmsact*ons*contemplated*heIebywtKLt - With Buyer obtaining t l f a l ^ I v I ^ ^ i i r s S I r e S o M ^ ? " 0'' this Section^ 7 9l0HfEi S S ^ J!ai!SS- Eloept aE Provided in ;^prus- ornaIy9d e ? I v ! S m i l g ^ t ^ f ^ s ^ i ^ ^ S f i a b ^ b S ? ^ 1" agr" that Bu^ r shall, five (4 5 ) davfi 5 ? ? : abl but m any event within forty- with the appropriateWauthoritieSng ?at?' file an ament^ e n t Cyprus from thl ame t0 eliminate the name following the C l o s i n o nai- Company, and within one year trade names, tSdla?ks emove obliterate all such orders, invics S e s gS fo m .a U signs, purchase letterheads s h i n dGr?' Packag m g stock, labels, it or any of i t s ^ f f i l i a ? 6^ 8 ?nd other materials used by the Companies) p * (including but not limited to Closing Date uve? afd 1" fty (60) days after the Companies) mav c o n f i its Afflllates (including the invoices, saieS purchase orders, which beir the naf letterheads or shipping documents (60) days' oerifd nfyPrUS,^P^ Vlded thst after such sixty Companies) s h 5 l ( i n c l u d i n g the invoices, sales S any Pechase orders, existing on the dff letterheads or shipping docum4nts 9 on the date hereof, which bear the naSe -Cyprus" or - 42- CAMC 3464 EDACTED DOCUMENT any name confusingly similar- . obliterating or covering s u c h ^ S I first any such materials not in exic?*TM' arJc or l>9, or (H) which bear such name, mark or iS o * 2 *** clos^ g Date contemplated above. Buyer will ExaePt to the extent its Affiliates (including brt a S T i l S S j f t 1 cause ^ of not to, misappropriate, m i s r e n r e L ^ d to the Companies abuse or diminish the SfnS.i"?Sngl! the earlicr'^f'thf2cf^ff^iII't Bet"en the date hereof and Agreement, neither Seller n S lnv f f ^ termination of S i s directly or indirectly thro,,,,h i of lts Affiliates shall agent or otherwise, in'aiy S n n e S L ? ffifer' director!" ' encourage, or participate i! I TM initiate. means any proposal * The ter" "^Sauisition Sr* rP S the acquisition of I n S S S I t a l l ^ ^ t o i p l n i e l 1 ? " ^ the companies or the Shares^ lally aX1 the assets of Sssdsss.?F c r 'a and P r o v i d r S eSeSo:anS l s fsISWing l a S S S e S S r l S S S hS^ ar^ as P ^ i S nIIiIlytthe Sa"e ssn.t^ss?^^sss^3^*o associated with S i } * resPonsible for all S L ? ft i = :s s s s d sdgz&zz&r* reauiroH u' and transfer of h i s t o r - f S i eficient ^ y e r ^ CS e e ^ ^ ly ^om efforts to CoitlPanies, shall u s e V 61^ ^ 068 vendor. S - o % % ^ ps ^ " Otnt equal t e s S i S 0TM * . * Buyers S ^ L ' S S V " ^ i i S ? 'S;i ^ S 1t 5 !H ^ ? ^ g ^ ; (>)ii,or as long as -tinuesVM * ^ rC ' " ^ ' P a t U year period, Buyer shall pprroovviide to - 43- CAM 465 EDACTED DOCUMENT Seller reasonable barite toll grinding services at the Houston Mill on negotiated fair market value terms. Buyer shall provide Seller, and a purchaser and subsequent purchaser of Seller's facilities to the extent of using it only with respect to such facility, with a non-assignable perpetual, royalty free license to utilize the Nichols classifier technology. J3jfforte. Subject to the terms and conditions herein provided, each of Buyer and Seller agree to cooperate and to use their respective best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, obtaining consents under all contracts and agreements, reguirina y consent to be assigned to Buyer. y e Covenant Not to (a) subject to nenJ t0 en9a9e in the barite business, for a period of five years after the Closing, Seller will not and will cause each of its Affiliates not to engage i n a n y tali business that directly, or indirectly, competes with the businesses of the Companies, as conducted on the Closing S S L " ?" that nothing contaLei iS ?hs9 4-7*1i J shall prohibit Seller or any of its affa1ateS ?rom ac^uirin?r any company or business which has as a non-primary business, a talc business. ' Buyer w i l l ' ^ t / ^ w ? ^ ^ 2 S cSmpI?es"wi?h theter??SeS? that direotly. or indirectly? the ciosin barite business of Seller, as conducted on as a n S ! p r S aTM a^ i1nr ^ , ^ yb" ?LanL S L ? L S!neSS ^ ^ wili cause eacl/of Closing, Seller will not, and secrets to be tranofm. Aff*llnteS not to' utilize the trade Agreement t transferred to Buyer pursuant to this indirect^ gage in any business that directly, or or disclose t o ^ n ^ A f f businesses of the Companies, trade secrets or r any other Person any such other c o n f i d e n t fYe years after the Closing, any its propertied eCe20!a1?ni?relatng t0 *** CoPanies or after consuitti * Seller may.ake disclosures, applicable t?t n^wlth Buyer' as required by law or oonfideniJaf1}; J sto:k exchange. It is understood that is or b e c o m e 10,1 d?es not include information which ornes publicly available without Seller's fault. - 44- CAMC 3466 REDACTED DOCUMENT ,. n Fo? a period of three years after the Closing Date, Sieiier will not and will cause each of its Affiliates not to, except with Buyer's prior written consent- (which consent shall not be unreasonably withheldK hlre o? ofPthe'Companies hlri"g r " P ^ e n t of, any employee provision of this1Sectiin^fli b invalid or unenforceable, such provision shill to th b* extent permitted by law, be deemed delrted terefrim^ith respect, and only with respect, to the operation of oh provision in the particular jurisdiction in whiSh s u S jurisdiction by l i i S t i ^ t f f ^ o r ? ^ i & ^ geographical area or time period covered ' 5 S 2 Stte the,fullaat ^ e " I| e m i S b l e UOh jurisdiction^3 P P11Cy applied in =uch Transfer a i d ^ s s S ^ i i o ^ S t e d 'J u S ^ ^ i g s ^ b r t w A9rc"?nt f se l s a S vr s r nsarftfifi urss i-nj r-t-Sv. s ; s,uc^a sxhasres' i rtos Newccoo* bTecya-uese the other* to purchase such^hareS^the D r o p s ' 5 5heir Preemptive right immediately be delivered S B^ySrf " SUCh Sale Sha11 }ve agreelttat^ i ^ I ^ ? '^ The P ^ i e s Underground Mine l?onertv and fb!?inktltle to **" HaTM costs associated rty nd ?ha11 be responsible for all Property^C.Any^equired^lea^u^shall "h UP SUch as reasonably praSicahio ?<- P ?aH be Performed as soon in material iTM?* 1Cab1?* At such tlMe as such proDertv is Laws, Buyer shall applicable Environmental for ne^oLlr ^ cash. t0 purchase sucb Property ay be .InsxtTM V rZ' For as long as Seller Buyer agrees tomi?din?lfi BVyer Pursuant to this Agreement the Companies in a manner and" ^ iJterruPtih insurance for Company engaged in S S ? amount reasonable for a same area. 9 * ^ saine business as the Cpmpanies in the CAMC - 45- (ACTED DOCUMENT ARTICLE 8 WwT if The Obligation of Seller to TM I-transactions described in Artini oV u consummate the . fulfillment of each of the follow! f8 subject to the : at the Closing: Wln9 conditions prior to or represen tation s f e d ^ r a n t i e ^ o r B u v e ^ S ^ H ^ * The r#": be tru e m a l l m a te ria l re so e e t 7 5 made hereunder s h a ll Date with th e same fo r c e ^ I e ? f ^ and as <* th e C l u i n g as o f the C lo s in g Date, excep t f f S KaS though made a t and contemplated by th is Agreement changes permitted or any representation or warrant^ ? d eXcept to th e e x te n t th**- ^d a te , in which case u ch r e p r e s e n t? ? -6 as o f a s p e w e d true rn a l l m aterial r e sp e cts as o ? s " h " a" rai* y shaH be fu rn ished w ith J j f T f f Cer t i f i r ^ <-,. S e l l e r s h a ll 1, Buyer, iated^ie SiSa an authori!L4 o m ^ r c f " " f u l f i l l ^ " 0'13 " utained in S M t i S s ^ "-*-9a^na 8.2 *hfafveec tbetehna t rd| e g 2 L S ^ " u ^ M i^ ^ fH" yn"rtio?'oovStralnin9 them^that^estrains^9^5 f^ff f ^ r s ^ r ^ i r e c t o r s ^ f ^ ^ ^3 ' transactions c o ^ M ^ o r "ateriall^a^es" ^ " TMals 1 1 X n t t ^ h ^ ^ s ^ tifica tio n s Jdfelli ivveerryy ooff ^t hTL rr ^sSP?e?ct ii vve? AAffffii l i a t e s * t o ' S g or transaction 8 Agreement aanndd tthhe"~c~oinsu^mmattnieonexecu*t.iuo?ni and ?r e f ? e c S S r ^ templatsd h e e b ^ s h ^ T " * 1TM of ! ' ^Deluding L a11 applicable wai t i m J?" btained 9 law, appli^ab^.81*11 have ^ r e ^ M e S ? ^ 1" ^ * - 46- CAMC reco-000468 REDACTED DOCUMENT shall have received such evidence s l S l ` Seller request in order to establish (if 3 L Jllar " y reasonably Buyer to consummate the transacting po"er and authority of Agreement and (11) compliance SiiS thei ;?i*ted by thia set forth herein. P Wlth the conditions of Closing ARTICLE 9 CONDITIONS PPKCEDEWT ni? RTTVgP transactioSsedescibedinArticle consun" ate the fulfillment of each of i.hkAt?le.2 heref is subject to th at the Closing f the Homing conditions prior to or representations It o ^ w a r a n r i S ^ ^ J ? rrqn^ - d nder sha11 b* true in all ?r and made th Closing Date, with the same f131 resPects at and as though made at and as of the Closing and effect as changes permitted or contemplated J?*' excePt for except to the extent that anv r6n-by this Agreement and made as of a specified date ^in ^STnta*'lon or warranty is representation or waPranPP ^hii/10? case su<=h 7 1S S E f V " of suoh S S ; P ^ i d e S ' t S ? * 1" a11 material represfnta??on;1;n" fan?ferfUS fUlne^ ef"lbben0t S to ria i ? ^ I t ? ^ i 0s 1j n^ ^ i ^ | S rSdt 2 n S S S iS * a prova"fd or Plied with*by*it1S l o 1,5*tl,^s A9ree"et to be t - - p aiiaBSLer -erse S f c "^ ? s c ! A . CAMC-GreCo-000469 a s s s - - - ss? -47- REDACTED DOCUMENT authority shall exist against Buyer, Seller, Cyprus, anv principals,ficers^r l i i l t t t r T ?atf ^ contemplated^ereby. r * 9 - the M o t i o n s , .. ?*5 * -- -nsents All material consents, approvals andauthorizations of governmental and regulatory authorities, and all filings with and notifications of governmental authorities and regulatory agencies or entities which regulate the business of Seller anv comnanv or Buyer, necessary on the part of Seller, any'cOSOanv Sr 7 Buyer, or their respective Affiliates, to theYexecution and delivery of this Agreement and the consummation o f H i transactions contemplated hereby shall havo w Jr. ^ or effected (end elf a p p l i c a M e ^ a X S g i?anv including any extensions thereof, under any aDoiicfble S f S s l ' A ^ a n w r m l e ' i - i ^ i n g bSt^nofilnlted S Pen=a\Li,.sph?" iL T t h S iL i e r D^ n i t naS i x r this of the Companies as a whole" ' on the talc business consummate1thehtransactionsaUthrity f condition^of^losing^se^forth^erein! *> tran^ann9'7 Hgwco Closing. The Closing of the AssumptionndatIst^ e ar dl9S2tb2tAgreeSe?i f Transfer id have o c c u r r e d ^ a L ^ r ^ S ^ t ^ . NeWC ^ Consumer Pr^luctf S T ^ S l ^ 1^ / 0^ 80" S Jotason of termination to"Cyprus^r iti "ft have given notice pursuant to fhfi T118 ?r 1*'s Affiliates or to Buyer Mineral*-s= mInec. aanndd Jj&&Jj, U?dpateydAJgarneueamreynt6,by19a8n9d. between Windsor ARTICLE 10 SURVIVAL OF REPRESENTATIONS ------AND WARRANTIES______ _ ] 1* Survivai of Represents-M ope Warranti or hereof all 1 ExcePt as specified in Section 10.1 (b) of, all representations and warranties of Seller * - 48- CAMC-Greco-000470 REDACTED DOCUMENT included or provided for herein or in anv schedule nr- certificate or other document delivered pursuant to this &ny Agreement shall survive for a period of one year after ?he Closing Date and shall thereafter expire except with resoSct to breaches and violations theretofore specified in ??? S : 5' to seller by ^9 in S e c t i o n ^ l ^ ^ " ^ survive the closing Date until the expiration of the linxtatxon period under the applicable s l a v e s of limitations (or any extensions thereof) and theroaffor expire except with respect to b r e a d s o" vioia" ora 11 ,, 311 B it th-rtn r ^ i 6 fe^ r^ e e m e i t nshall s S ^ i v ^ f or^"period of S r t i ^ fu * 5 SP!S1'i1??' ii! writln9 in accordance with successors!^* Seller by Buyer' Companies or their ARTICLE 11 INDEMNIFICATTOW Affiliate.11' f R"V>~ ITU Jf jointly and severally* a g r 2 tS " d CyPrus. harmless Buyer its 6S t0 dffnd' indemnify and hold assigns (ind" idiallv a h n TM " V * "5.successori and collectively fho nz^r Indemniteewf and respect of: * ^-hYer Indemnity es11) against and in liabiiitiesnycostsaanH10SSeS' claims' damages, resulting or a r i s i n g (" ^ 3Mags") caused by, r e p le lZ t lit ^ ^any^^? hereunder, o r ^ i i i ? ^ ^ ? f Cy?rus or Seller relating to thi ' cla*m .arising out of oi CAMC- 00471 4 9- - ; ! EDACTED DOCUMENT (b) any and all actions, suits, oroceedinwe claims, liabilities, demands, assessments iudcraLn+-c= ffeeeess,8 ddiirreJcit?lyenrSeeflaVti^nnoglut<oiisnu9chreaisnodneambnlieficatttioonnS?ys' ?filiates'Jenildfiha"d hld harmless Seller and Seller's " d assigns geller m ^ n i t ie^) against aiS in'respect^Ilectively, the , ,f) any and all Damacres caused vr arising from or otherwise relatiuS .. it:L"g or by Buyer to p e r i o d ^ ^ i s e fui?ift,^ ny fa,ilure any provision of this Agreement or Mii r ?plY wlth any representation or w S ^ f ^ ' h S L ^ f c l a i m i ^ l i S i u i L n ^ d ^ S 8 ' SUltS' proceedings, fees8 teasonabl^attorneys?8 ' 'directly relating to such indemnification/ subject to" ;rtionali ^ r Q m ental. Indemnifj,.^ .,,, disclosed in I ^ I S u i e / i i'o? 2oeiiePtJ e^ ept Lawson, j. Stevenson niAhars of *1?* extent Dr- Graham B. actual knowledge on the date h m ^ f e John paulson has give rise to a va" d c L i ?f-?f ?. " tier that would with respect to any written c l a i m T (iv) below, detail to the extent known specifying in reasonable months of the cioSina D ? S ' ??? y B?yer within thirty (3 0 ) and severally i n d ^ i f v a?d ana ^ r u s shall jointly from and against ^ Buyer indemnitee haimless actions claim Sby and all damages, losses, liabilities liita?ion " ^ r ^ E?sd (including, S t h S t " ' penalties, expanses o? fS,',.fr" iatlon oosts' fines, and reasonable attorney's onitoring, indirectly based unn =!! -eS' ^ bosses") directly or relating to (\ av a(i.4-frisfn? out of# resulting from or v \:^ a s s s B r - ^ - ^ s ? a r S r ,w & - f^ any of its employees r their Predecessors or ' Person or rePre^entatives, agents or any other arising o n / r nrior t o i t e o any Environmental ln respect of anv S S ` Closing out of or otherwise or any act, omission, event, condition or - 50- CAMC-Grefco-000472 m REDACTED DOCUMENT circumstance occurring or existing in connection with the m Companies or the properties owned or operated by the Companies or their predecessors at any time prior to the Closing (including, without limitation, liabilities relatina e,-to investigation, removal, remediation, containment, cleanup I; or abatement of the presence, Release or threatened Release of any Hazardous Substance, whether on-site or off-site) and (iv) any and all expenditures required to be incurred bv the L. companies (x) to enable them to operate in compliance with all applicable Environmental Laws and (y) to repair and L restore all damage to any building, land or property of the Companies arising out of or relating to the removal remediation, cleanup or abatement of the presence of any : Hazardous Substance in violation of any Environmental Law existing on or prior to the Closing in connection with the Companies or the properties owned or operated bv the companies or their predecessors at any time prior to the Closing; provided however, that Seller shall not have any liability pursuant to this Section 11.3(a) for claims brought by private individuals where there is no 7 provided1i n ^ t h Environmental Law. The indemnity provided in this Section 11.3 shall be without reoard a purported availability of insurance. regard to an* fo.nl. , . (b) J` any governmental authority (whether Section n 3 a *claim for indemnification under ypjrfikor_t_o tak_in,?ganyv RReemmeeddiiaall"A?c!t*i*o1nColraih?a"v)i'nctrhdei?scBuusyseironsshall situat-inn Porting to the governmental authority iexcept in Environmental*3? ^ 1119 inmiediate action under the applicable or DroSiiti?1 ^ r emergency situations to preserve life S a S S T S L S l S E S * Wri?ien notice Seller ^ tie Seller at itct rJL*Ctlw r tl?e other Environmental Claim. thirS'fS) daysPifS;,vby,n0ti?? to Buyer *iven within Action or Other Environmenta?0TM * 3? Seller of ^ e Remedial specified in Buye??i ?S??ce if ?UCh shorter Periods agency requiresthat P 1. ordering governmental thirty (30) dav n o t ? TM tX ? 5 taJen more promptly than such reasonably deterSiiiS fE6^1?? Wcv}d allow, or i f Buyer the subject o? S e ? L ? 5 ' 1 ? % Xistlng condition which is Claim requires r 0ther Environmental thirty (3 0 , day peiiod^oinS6??1" ? "? r? than such of and effect such aJJw) shall (i) assume control Environmental ci2?m 2? 1 Aciion or defend such other Eoyer to control exPense' or (ii) permit hch other E n v i r o S f n t i w i such Remedial Action or defend and all costs f ! 1 Claim at Seller's cost and expense. Sts and expenses incurred or paid by Seller or 5 1- - CAMC-i 00473 :te d d o c u m e n t m*' Js.V<J;>-- fbyiBuyer on Seller's account hereunder shall be considered twithin the term Losses and be subject to the limitations set fiorth in Section 11.3(c). Buyer and Seller shall cooperate ith.each other and shall have a right to participate in [discussions with applicable government authorities in affecting any Remedial Action with a view toward promDtlv Completing any Remedial Action, minimizing the disruptive [^effect of any Remedial Action on the conduct of the businesses of the Companies, avoiding the incurrence of ^additional environmental liabilities with respect to existing condition as to which the RemediaflcUon is taken [and performing any Remedial Action at the lowest reasonable cost. All Remedial Action performed by Buyer shall b* performed at the lowest reasonable cost, taking into [Consideration the matters set forth in the preceding sentence and subject to audit by Seller. Costs in excess fuch lowest reasonable cost shall be for Buyer's Seller may not settle or compromise any claim by anv ?:governmental authorities relating to a Remedial a S T TM Other Environmental Claim, without Buyer's prior S t ponsent (which consent may not be unreasonabli S i t h i S S Buyer ma* not settle or compromise any c l a S bv ` I' Action or Buyer shall at cpiiow omplete such Remedial Action, to the properties of expense, provide reasonable access r e q u i r e d ^ T S m fntheJC T U e s ' to " extent reasonably Action with r e s ^ t ?oi2erv for Seller to take Renedial * provided that sSSh a c c e s ^ s h a TM effect on the businesses of th. "i?e "Petty, any dlsruPtive Companies to anySpotentialfmaterialPliabiiity?XPOSe th Companies iet forth on^chedu?**?? Perating sites of the for Losses pursuant tn 3A' SeH er's liability liability for closure 11,3(ai shall not include any not in the aggregate exceed f'eclaJiation costs, and shall Price; provided, howeve? 2ha? amouat.e<Jual to the Purchase ay be made under this ?? claim for any single item amount of such claim exceeds M M B t a ^ !,and until and Cyprus shall be l i a b l e ^ which case SeH e r claim, with respect whole amount of such forth on Schedule 1 1 3 a the Companies not set Pursuant to Section 1 1 liability for Losses for closure and reSlaiafiTM " elude all liabilities lngle i ^ m L ^ r ^ f ' n^cLiiffor a i y ^ untii '0% " * r a . tS i 2 T i y a . T r -52- CAMC-Gi r-000474 REDACTED DOCUMENT case Seller and Cyprus shall he liable for the whole amount of such claim; provided, further, however, that if the cost of any Remedial Action on such property is clearly shown bv Seller to the reasonable satisfaction of Buyer to be in' , excess of its fair market value, Seller shall instead of taking such Remedial Action have the option to reacouire - such property from Buyer for one dollar and shall be solely liable for any costs associated with such property. r 11.4. Limitations on Indemnifica-Mone rpho provisions for indemnity under Sections 1 1 . 1 a) f'i) (U) and (b) and 1 1 . 2 shall be effective only when the grcgate amount of all claims for which Seller or Buyer is liatai* / under Sections 11.1(a) (i), (ii) and (b) or 1 1 . 2 ^ P ^ i v e l y exceeds^ in which case s4 ch party shall be liable for all such amounts; provided. however that in no event shall either Buyer or Seller be ll^bS'for more than an amount in the aggregate equal to made W i n s t it under Sections l?l(a W i l (ii) and ^b) or 1 1 .2 , respectively; provided further ' no claim for any single item may be made nor shall Seller or Buyer be liable, under Sections 1 1 lfaWil clain/is -(b> r respectively, if the aSSuni f ' iv-i - that Indemnitee can reasonably, and does aotualirrSco^r pursuant to an existing business interruption insurance. " iiacx r r p e S t i r L ? ? which is ?o be" hI b L X id partie? ("Third Party claims") hereunder, thZ fo5 fr indemnification thereof to the i i d e S ^ * * ShS1 L give promPt written notice the extent knowi?5 S ly;ng ^ reasonably indicating (to thereof. atureof such claims and the bali4 Party may, but shall n o i ^ r6 ^ "nitee, the Indemnifying f any such Third paH-w m e^u^red to, assume the defense settlement, and the Tnd including its compromise or reasonable cost* .d fying Party s h a U paY all irnesspuocnhsicb*lseafoJr tthheedooiu*t-PceonmeSe^thetrheeorfe;fpraonvdidsehda,1 1 hobweevfeurl,lyth*t obligation t4 S v n ^ T i P ng Party s h a 1 1 b a v e ^ ---- counsel of thePi L e M CSts ?r expense of legal Provided fSSiSi connection with such defense settle or c o m ^ r S f S ^ A v ^ h ^ Indemnifying Person may not Indemnitee's p r i S Third Party Claims without the be ^reasonablyr Siirtnhn^eiilaf)". C^The tInde(wmnhi^fhyi_ncgonPsaernttysshhaallllnot -53- CAMC-i 00475 EDACTED DOCUMENT the Indmnitee as to its intention to assume the defense of any such Third Party Claims within twentv (2 0 ) business days after the date of receipt of the Indemnitee's notice in respect of such Third Partv ria <me If an Indemnifying Party does not, v" hln 2 . ^ ( 2 ^ business days after the Indemnitee's notice is given give notice to the Indemnitee of its assumption of the defines n-p the Third Party claims, the Indemni" ing ?arty s h a n be * deemed to have waived its rights to control the defense Partvciaim^ ^ Inderonitee assumes the defense of any Third ?la*s because of the failure of the Indemnifyino Party to do so in accordance with this Section 11.4 the indemnifying Party shall pay all reasonable cSsts Ad expenses of such defense and shall be fully responsible for- iliaobiiiliictyy^wwiirtnh^resDpect^to aSnSy"com"pro1mi?se^ or settlement- n ? consent 2 h " ? r S t W^ r e ^ ^ i r w I ^ S , ? nSent (WhiCh * termination of this Agreement without limitation. ARTICLE 12 MISCELLANEOUS after the ClAsingBLl?fr From time to time to ho JuZ cfin9f Seller will execute and deliver or cauce transacti^ 6 311 X? order t 0 consummate more effectively nsactions contemplated by this Agreement. y Pay the ^~x^enses * Eak of the parties hereto shall a c c o u n t s a S J i PenSeS 2 its resPective counsel, expenserincSrrJTi,sr.?*Perts and shall pay all other Preparation with^the negotiation, consummation of S ! of this Agreement and the Seller shall transactlon? contemplated hereby. limitat? ^ 1 1 1 1 exPenses/ including, without incirred 2 ; ii1 ta?*S ' dutie? and registration fees, restrucctuurriinngq of the talc busineslsn ocfonSneelclteiornawnidthitsthe -54- CAMC-Grecb-000476 R DACTED DOCUMENT Affiliates, including, the creation of Newco. without limitation, those relating to 12.3. Applicable haw. This Agreement shall be governed by, and construed in accordance with the law o -f the State of New York without reference to of L S ^a" " 9 3 1 1 M tterS f construction, v a n i t y . . 12*4 '. Ntices. All notices, requests, permissions, waivers, and other communications h4 r shall be in writing and shall be fleenedlo Save been duw given if signed by the respective persons gilng thn iin the case of any corporation the signature shall ba h! it officer thereof) and delivered by hand, or bv UnitJ?y=. . sai! (registered, return receipt r e c i t e d ) ^ p r S ^ e S v addressed and postage prepaid: ' ' ProPerly If to Seller, to: Cyprus Mines Corporation 9100 Mineral Circle P.0. Box 3299 Englewood, Colorado 8 0 1 5 5 Attention: President with a copy to: Cyprus Mines Corporation 9100 Mineral Circle P.o. Box 3 2 9 9 Englewood, Colorado 8 0 1 5 5 Attention: General Counsel if to Buyer, to: RTZ America, Inc., 150 East 58th Street New York, New York 10155 Attention: President with copies to: Borax Consolidated Limited Borax House Carlisle Place London SNIP i h t CAMC-GrHb=e00477 -55- REDACTED DOCUMENT Attention: Mr. F. Alan S. Lesser RTZ Corporation PLC 6 St. James's Square London SW1Y 4LD Attention: Charles H.H. Lawton Esq. Sullivan & Cromwell St Olave's House 9a Ironmonger Lane London EC2V 8EY Attention: David M. Kies, Esq. Such names and addresses may be changed by such notice. ( 12.5. Entire Agreement. This Agreement {including the Schedules attached thereto, all of which are a part hereof) and the Confidentiality Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein, supersedes and cancels all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter. 12 *6 Amendments. This Agreement may be amended only by a written instrument executed by the parties or their respective successors or assigns. 12.7. Headings; References. The article, section and paragraph headings and table of contents contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to "Articles", "Sections", or Schedules" shall be deemed to be references to Articles or Sections hereof and Schedules hereto unless otherwise indicated. 12.8. Counterparts. This Agreement may be in one or more counterparts and each counterpart nail be deemed to be an original. Aoi.0 12.9. Parties in Interest; Assignment. This SeliSi 111^ 311*1 1 1 inure to the benefit of and be binding upon in t-h and Buyer and their respective successors. Nothing upon Agreeent, express or implied, is intended to confer remert?ny Person not a Party to this Agreement any rights or this^a S under or by reason of this Agreement. No party to its rtgi?ement may assign or delegate all or any portion of withoniif' obligations or liabilities under this Agreement the prior written consent of the other party to this -56- CAMC-Greco- 10478 )ACTED DOCUMENT Agreement; provided, iiowever, that Seller shall have the right to assign or delegate any portion of its rights obligations or liabilities hereunder to any Affiliate*of seHer, so long as Seller and Cyprus shall remain fully liable for the fulfillment of all of its obligations and h lia?i1 itifS4,?ere^n?frZ and EESyi^e^, further, that Buyer eft shall have the right to assign or delegate any or all of its rights obligations or liabilities herlunder to any ,Affiliate of Buyer, so long as Buyer shall remain fniiv : the fUl" its o b U g a S o i s lly of any portion hereof shall ^not a f f e c t ^ ^ v a l i d i t v ^ f 1 1 1 1 1 1 7 hridfthat f thS f'ea^ in9 portions hereof, if it^is ever held that any restriction hereunder it too broad to enforcement of such restriction to its fullest extent party agrees that a court of competent jurisdiction enforce such restriction to the maximum extent peraitSd bv law, and each party hereby consents and agrees t h S sSoh Y r scope may be judicially modified accordingly in anv proceeding brought to enforce such restriction. Y located'in"1th^Borouah of " V f f * " d ^ a f c o 5 r t s rnaSL S r ltS- or Preedings arising outof^or* ' hereby (and Buyer ^eller^nr^rf^ 6 transactions contemplated any action, s u i f i r TM agrf? not to commence such courts) and fn^rv. dln^ relating thereto except in asdudmrmeonsss,sentotiwcek or Sofcu^mLentt9bbyveuD.^s. reEgei"stfecreedofmaaily tPorocietsss, o f be o fprocess a f y ^ t f ^ s u ? ? 1 1 6 ffeStlve i c e tS iiurraenvyocsaublcyh acnLdr t fiyff Sseelllleerf^afndf Ciy^prubsrh"e9rhetbygainst it laying of Jenue of anv actioi* 7 W^ ve any Ejection to the out of this a!?y ation, suit or proceeding arisina hereby In L c h ffaffof^ ^ 6 ^ " ^ l o n s contemplate^ 9 hereby further irre or federal courts as aforesaid and agree not tS plefd ^ M n? a?d uncnditionally waive and W o n , suit or ffoSediff bfouoS? ?Ueh court that any such uen brought in an incoiSInW 9 TM . SUOh Urt has " t forth in'this .Any * the conditions to Closing J or at the c i o ^ i TM t ementJmay be waived at any time prior benefit thereof ? L ?f?V er 5y the Party entitled to the CAMC-Greco-000479 -57- CTED DOCUMENT part hereof or the right of such party thereafter to enforce each and every such^provisions. No waiver of any breach of S>r non-compliance with this Agreement shall be held to be a of any other or subsequent breach of non-compliance. w ,_ 12.13. Interest. if any party to this Agreement defaults xn the payment when due of any sum payable under [this Agreement (whether determined by agreement or pursuant to an order of a court or otherwise), the liability of such party shall be increased to include interest on such sum from the date when such payment shall be due until the date of actual payment at a rate per annum (but not in excess of the maximum lawful rate) of three percent above the rate for three-month deposits in the London interbank market in the currency of payment, as announced by Citibank N.A. as of 11:00 A.M., London time, on the date when such payment shall be due. CAMC-i rco-000480 -58- )ACTED DOCUMENT:882697 Jun 5.92 17:05 No.004 P.04 ^ - * a WITOESS w h e r e o f , the parties hereto have duly executed this A^reewent as of the date first above written, CTO07& HINES CORPORATION Names Titles iicf /?ZfT/c?vjr CYPRUS MINERALS COMPANY I: m AMERICA INC. By. Nana s UijtJi CAM' 1-000481 - 59- total P .0 ? REDACTED DOCUMENT 3 CAMC-Greco-000482 REDACTED DOCUMENT w&H AMENDMENT TO STOCK PURCHASE AGREEMENT AMONG CYPRUS MINES CORPORATION CYPRUS MINERALS COMPANY - and RTZ AMERICA IN C. Dated as o f Jun e ^ . 1 9 9 2 CAMC- 0483 REDACTED DOCUMENT ; AMENDMENT DATED AS OP JUNE`S , 1992, TO STOCK PURCHASE AGREEMENT DATED JUNE 5, 1992, by and among Cyprus Mines rorporation, a Delaware co rp o ra tio n (11S e l l e r 11) , Cyprus M in e r a ls company/ a Delaware corp o ratio n ( " C yp ru s") and rtz Am erica I n c . , a Delaware co rp o ra tio n ("g u y s s " ). WITNESSETH: WHEREAS, on June 5, 1992 the parties entered into a Stock Purchase Agreement ("Agreement*1) ; WHEREAS, th e p a r tie s d e s ir e t o make c e r ta in conform ing changes to th e Agreement to confirm th e in te n t o f th e p a r t ie s ; \NOW, t h e r e fo r e in c o n s id e r a tio n o f th e mutual agreements co n ta in e d h e re in and in th e Agreem ent, Buyer, S e l l e r land Cyprus hereby agree as fo llo w s : 1 . The Agreement i s hereby amended t o in s e r t and delete s p e c ifie d words and phrases as fo llo w s : a. on page 7, Section 2.1, at the end o f th e s e c tio n insert The c lo s i n g s h a ll be e f f e c t i v e as o f th e c lo s e o f b u s in e s s on th e C lo s in g D a t e ." ; b. on page 8 , S e c tio n 3 .3 ( c ) , l i n e l , i n s e r t "o r Cyprus" a f t e r "S e lle r "; c . On page 8 , S e c tio n 3 .3 ( c ) , l i n e 9 , i n s e r t "o r Cyprus" a f t e r "Seller"; d. On page 26, S e c tio n 5 .2 8 , l i n e 2 , i n s e r t " or Cyprus* a f t e r " S e lle r " ; e. On page 48, S e c tio n 1 0 .1 (a ), l i n e 2 , i n s e r t "and Cyprus* a fte r Seller*; f. : 9. Ii i j 1 1 I On page 4 9 , S e c tio n 1 1 .1 ( a ) , l i n e 8 , in s e r t " t h ir d p a r ty " *a fte r "a n y "; On page 4 9 , S e c tio n l l . l ( a ) , l i n e 12, in s e r t " e x c lu d in g , however, any such th ird p a rty claim (x) fo r which a Buyer Indemnitee would be e n title d to in d e m n ifica tio n pursuant t o l l .l ( a ) ( i ) , (ii) or (b), in each case disregarding the lim ita tio n s s e t fo rth in S e ctio n 1 1 .4 , (y) regardin g any environmental matter covered in Se ctio n 1 1 .3 , disregard in g the lim ita tio n s se t forth in Sectio n 1 1 .3 , or (s) fo r vhioh Buyer i s re sp o n sib le under S e ctio n 7 .4 " a ft e r "D a te"; mi 4\ * CAMC-Greco-000484 - 1- :d a c t e d d o c u m e n t On pag 51, S e c tio n 1 1 .3 (a ), l i n e 6 from end o f paragraph# insert "n e ith e r Cyprus nor" p r io r t o " S e l l e r " and d e le te "not" p rior to "have"; On page 54, S e ctio n 1 1 .6 , l i n e 3 , i n s e r t "a s t o t in e " a f t e r "lim itation"; On page 55, S e ctio n 1 2 .4 , l i n e 9 , i n s e r t "o r Cyprus" a f t e r " S e l l e r " ; and On page 56, s e c tio n 12*9, l i n e 3 , i n s e r t " , Cyprus" a f t e r "Seller". . 2 . S e ctio n 1 1 .3 (c) o f th e Agreement i s hereby amended It d e le te th e e x i s t in g S e ctio n 1 1 .3 (c ) and i n s e r t in l i e u t h e r e o f [the fo llo w in g : 1 1 .3 . (c) With resp ect t o the o p era tin g s i t e s o f th e Companies s e t fo r th on Sched ule 1 1 ,3 A , S e l l e r and Cyprus' lia b ilit y for, losses pursuant to Section 11.3(a) s h a ll not include any l i a b i l i t y fo r clo su re co sts or reclam ation c o s ts , and c o lle c t i v e ly s h a ll not in the aggregate exceed an amount equal t o th e Purchase P r ic e ; provided, however, th a t no cla im fo r any s in g le item may be made under t h i s S e c tio n 1 1 .3 , u n le s s and u n t i l th e amount o f such c la im exceeds in which case S e lle r and Cyprus s h a ll be l i a b l ^ f o r th e whole amount o f such claim s u b je c t t o th e a g g re g a te lim it s ta te d above* With r e s p e c t t o th e s i t e s o f th e Companies not s e t fo r th on Schedule 1 1 .3A, S e l l e r and Cyprus' lia b ilit y for Losses pursuant to Section 11.3(a) s h a l l in c lu d e a l l l i a b i l i t i e s f o r c lo s u r e and reclam atio n c o s t s , and s h a ll n o t be lim it e d t o any amount; provided, however, th a t no cla im fo r any s in g le be made under t h i s S e c tio n 11.3 u n le s s and 9 amount o f such cla im exceeds fn wiwoi f f f e ? e l l er and CyP*TM* s h a ll be l T a b l ^ o r th e whole amount o f such cla im ; p r o v id e d , fu r t h e r , however. aY Remedial A c tio n on s u i f c * TM * ' i ? a r ly ?hown' *>Y S e l l e r o r Cyprus t o th e i t s f a i r 1mar ? ! i 8 fa ? t i 0 \ of Buyer' t o be excess of o f t a k i L or sh a ll instead re a e m itif ? Remedial A ctio n have th e option to B h a i r i e s o l l i v Pi i S i l V EOB Bayar,, folr <> d o lla r and such p ro p erty." 1 fo r any coat associated w ith la t e th e 3e i t i e t t ^ i .i < " 4 A9 ^eeE3ent i s hereby sa .n d e d t o follow ing: ie t in g S e ctio n 11,4 and in s e r t in lie u th e r e o f th e provisions Qn Tnfle m n lfic a t io n s . The *ons or indemnity under se ctio n s 1 1 .1 (a )(1 ), k - 2- CAMC- co-000485 REDACTED DOCUMENT iii) and (b) and 1 1 . 2 shall be effective only when the aggregate amount of all claims for which Seller and Cyprus# on the one hand, or Buyer, on the other hand, is liable under Sections 1 1 .1(a) (i), (ii) and (b) o r 1 1 .2 , respectively, exceeds in whioh oase such Indem nifying P a rty or P a r t i e s s h a l l be l i a b l e f o r all such amounts; provided, however, t h a t in no ev e n t shall either Buyer, on the one hand, o r S e l l e r and Cyprus collectively, on the o th e r hand, be l i a b l e f o r more than an amount in the a g g r e g a te eq u al t o n f o r a l l claim s made a g a in s t i t o r them under s e c t io n s l l . l ( a ) ( i ) , ( i i ) and (b) o r 1 1 .2 , re sp e c tiv e ly ; provided, fu r th e r , however, th a t no cla im fo r any s i n g le item may be made, nor s h a l l S e ll e r and Cyprus, on th e one hand, nor B u yer, on th e o th er hand, be l i a b l e , under s e c tio n s 1 1 .1 ( a ) ( i ) , ( i i ) and (b) o r 11.2, r e s p e c tiv e ly , i f the amount o f such claim i s l e s s than p ro vid ed , fu r t h e r , however, t h a t no c la im may be made fo r indem nity t o th e e x te n t th e Indem nitee can re a so n a b ly , and does a c t u a l l y re co v e r pursuant t o an e x i s t in g b u sin e ss in te r r u p tio n in su r a n ce . Notwithstanding other provisions o f t h is Section 11*4, the lim it a t io n s s e t fo r th in t h i s S e c tio n 11.4 do n o t apply to any claim s by Buyer Indem nitees a g a in st S e lle r i or Cyprus fo r any l i a b i l i t i e s or o b lig a tio n s (in clu d in g c o sts and expenses a s s o c ia te d th erew ith ) a r is in g o u t o f any l i t i g a t i o n or claim s l i s t e d on 'Schedule 5 .9 ." 4. Typographical errors in th e Agreement are hereby corrected by amendment a s fo llo w s t a. On page 7 , s e c tio n 3 . 1 , lin e 5 , H7 and 8M i s c o r r e c te d to read "8 and 9 " ; b. On page 7 , S e c tio n 3 . 1 , lin e 8 , "7 and 8M i s c o r r e c te d to read "8 and 9 "; On page 7 , S e c tio n 3 . 1 , lin e 9 , " S e c tio n 7 .6 and 8 . 6 " i s corrected to read "S e ctio n s 8 .6 and 9 . 6 ; O(nd)paiig.e 9, section 3.4, line 6, "(e)" is corrected to read On page 15, li n e s 4 -5 , "M a te r ia l Adverse E f f e c t " i s corrected to read "m aterial adverse e ffe c t" ; On page 34, Su b se ctio n ( i v ) , l i n e 5 , " A fl-C I O " i s c o r r e c te d to read "a f l - c io "; On page 35, Su b se ctio n ( f ) , l i n e 16, " S e l l e r s " i s c o r r e c te d to read "S e lle r "; CAMC-Greco-000486 -3- / !? \ DACTED DOCUMENT n page 35, Subsection (h) , line 6 , 6.4 is corrected to B*.,- "7 `i"1 On page 35, su b section ( h ) , l i n e 7, "In d e m n itie s" i s Corrected to read "Indem nitees"; on page 35* Subsection (h), line 10, "6 .4" is corrected to read "7 .4"; On paga 35, Sub section ( h ) , l i n e 11, " 6 . 4 " i s c o r r e c te d t o read 7.4; On page 36, lin e l , "In d e m n itie s" i s c o rre c te d t o read '/Indemnitees" ; !m. on page 37, S e ctio n 7.5(B) ( i v ) , l i n e 3 , "tr e a te d o r 1* i s corrected to read "treated a s " ; fft on page 48, S e ctio n 9. 7; l i n e 3 , " d a te s " i s c o r r e c te d to read "dated"; To. On page 49, Se ctio n 11.1, l i n e 6 , "In d e m n itie s" i s c o r r e c te d ay . to read "Indemnitees"; I p - on page 50, Sectio n 11 .2 , l i n e 6, "In d em n ities" i s co rre c te d to read "Indemnitees"; On page 54, lin e 12, "1 1 .4 " i s c o r r e c te d to read " 1 1 .5 " ; and r* ir. On page 58, lin e 4 , "breach o f " i s c o r r e c te d t o read "breach or". : 5 * The p a r tie s hereby r e c o g n iz e , acknowledge and agree to th e execu tio n o f a conform ing amendment o f even d ate t o Ithe Agreement o f T ra n sfer and Assum ption d ated June 5 , 1992 (between S e ll e r and Newco. CAMC- eco-000487 - 4- LDACTED DOCUMENT ^3upWn1v.>'terpart6s, This Amendment may be executed in one or more and each counterpart shall be deemed to be an (originai jN WITNESS WHEREOF, the parties hereto have duly fllflouted this Amendment to the Agreement as of the date first * >ve written. . g*:- Ifo- CYPRUS MINERALS CORPORATION By*. Name|>.^r Titae 5cjri'.r Vii( eoiEi-rlr RT2 AMERICA IN C . By: Name: T itle : CAMC-i ico-000488 - 5- REDACTED DOCUMENT If JU 'i P4 ,j, ltW Cmtt MI^ S 3B3 5 ,3 39,, CYRRt KINEFVts P.I/V'io I CYPRg JiltiB CORPOIUriOM Byt mi, CITPMI* KXNIULS COW>OSATJON B y * . _____ Waiae; Wt!*, W 2 AMERICA I . By*, "Tfiiaa* '(H TltlaH . ) I CAMC-Greco-000489 S B 3 REDACTED DOCUMENT 4 CAMC-Greco-000490 RED ;t e d d o c u m e n t [CONFORMED COPY] STOCK PURCHASE AGREEMENT AMONG CYPRUS MINES CORPORATION hr? CYPRUS MINERALS COMPANY AND RTZ AMERICA INC. Dated as of June 5, 1992 RTZ.AGT CAMC-i REDACTED DOCUMENT STOCK PURCHASE AGREEMENT dated as of June 5, 1992 iviorein together with the Schedules and Annexes attached iillto 'referred to as the "Agreement") by and among Cyprus Lpo corporation, a Delaware Corporation ("Seller") , Cyprus nprals Company, a Delaware corporation ("Cyprus") and RTZ America Inc., a Delaware corporation ("Buyer"). WITNESSETH: WHEREAS, Seller is the sole record and beneficial owner of all issued and outstanding shares of capital stock (the "Shares") of Cyprus Talc Corporation, a Delaware corporation ("Newco"); WHEREAS, Newco is the sole record and beneficial owner of all issued and outstanding shares of capital stock of Cyprus Industrial Minerals Corporation, a Nevada corporation; Cyprus Windsor Minerals Corporation, a Vermont corporation, and its subsidiary Cyprus Western Source ( corporation, a California corporation; and Green Mountain Talc Corporation, a Delaware corporation; and is the record and beneficial owner of of the issued and outstanding shares of DIMTA S.A., a company organized under the laws of Spain and is the record and beneficial owner of of the issued and outstanding shares of Nihon Mistron Company, a Tokyo, Japan corporation (collectively the "Qhgr Companies "); and WHEREAS, upon the terms and conditions hereinafter set forth, Seller desires to sell or cause the sale of, and Buyer desires to purchase, the Shares; NOW, THEREFORE, in reliance upon the representations and warranties made herein and in consideration of the mutual agreements herein contained, Buyer and Seller hereby agree as follows: ARTICLE 1 DEFINITIONS 1 . 1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Rr.nonntina Principles" means the accounting Principles, policies and procedures of the Companies set forth on Annex B hereto. "Acquisition Proposal" shall have the meaning set forth in Section 7.10. .act CAMC-GreCff-000492 REDACTED DOCUMENT "Active E m p loyee11 shall have the meaning set forth in Section 7.4 (a). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. "Assets of the Companies" means all assets, properties and rights of the Companies recorded ont he Reference Balance Sheet. "Breach" shall have the meaning set forth in Section 11.1(a). "Business Liabilities" shall have the meaning set forth in Section 7.6. "Buyer Indemnitee" shall have the meaning set forth in Section 11.1. "Claims" shall have the meaning set forth in Section 7.6. "Closing" shall have the meaning set forth in Section 3.1. "Closing Date" shall have the meaning set forth in Section 3.1. "Code" means the Internal Revenue Code of 1986, as amended. "Companies" shall mean collectively Newco and the Other Companies and each and every one of them shall be a "Company". "Confidentiality Agreement" shall have the meaning set forth in Section 7.1. "Control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, or the power to direct or cause the cl?-rection of the management and policies of such Person, whether through ownership of voting securities, by contract r otherwise. .,, "Current Assets" shall have the meaning set forth ^ Section 4.2. f "Current Liabilities" shall have the meaning set iorth in Section 4.2. RTZ .AGT 2- - CAMC-Gfeco-000493 )ACTED DOCUMENT , "Damages" shall have the meaning set forth in Section 11.1(a). . "Disputes Auditor" means Ernst & Young or any other independent accounting firm mutually agreed upon by iSeller and Buyer. "Encpmbranceg" shall have the meaning set forth in Section 5.3. it*" "Employee" shall have the meaning set forth in iSection 5.14 (i), "Environmental Laws" mean any federal, state, foreig_n,__and local law, statute, ordinance, rule, regulation jfcode, license, permit, authorization, approval, consent * finder, judgment, decree, injunction, requirement or gagreement with any governmental entity and any judicial interpretation thereof, in effect on the Closing Date ^ the Protection, preservation or restoration Jdfcthe environment, (including, without limitation, air fgater vapor, surface water, groundwater, drinking water* subsurface land' Plant animal life i J L n a t u r a l resource) , or (y) the exposure to, or recyc;fin9' treatment, generation, i&ii?nsp'rtation, processing, handling, labeling, production ^ S elfase or dlsPosal of Hazardous Substances. The term * aw includes, without limitation, the federal Environmental Response Compensation and ;^Contr-n^a2^ 1^11 Act (SARA)* the Federal Water Pollution ^ Clean Water Recover^ Waste 5 fe?e^al Clean Air Act' th federal f?deral Resource Conservation and (including the Hazardous and solid S d t h f ? ^ S i % hereto)' the federal solid waste Disposal ^soucfde effectont Subf ances Control the federal Rodenticide Act, each as in anythin? f 9 Date* However' notwithstanding Laws" shall ?St liability- and the contrary "Environmental (l> laws relating to product health oi'stfetv ii and regulations regarding human state Oc?upatiTMi ? 2 ding wlthout limitation, federal and Health Acts frnii Safety and Health and Mine Safety and n Acts (collectively, "Non-Environmental Laws"). Securitry aAccct^Soff^"1 9Qi7?4fa,nass tahmeenEdmepdl.oyee Retirement. Income Minerals d e ^ F ^ S ^ s S 52311^ 2 " sha11 "an Cyprus Industrial ranee SARL and Mistron Mineralien GmbH. Rt z .agt CAMC- 9494 3- REDACTED DOCUMENT "Fee Property1' shall have the meaning set forth in Section 5.8. "Final Closing Statement" shall have the meaning get forth in Section 4.4. "Financial Statements" shall have the meaning set forth in Section 5.5. "Hamm Underground Mine Property" shall mean the property set forth on Annex C. "Hazardous Substances" and "Hazardous Materials" mean any substance presently listed, defined, designated or classified as hazardous, toxic or radioactive under any Environmental Law, whether by type or by quantity, including any substance containing any such substance as a component. Hazardous Substance includes, without limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl. "HSR Act" means the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. _ _ _"Indemnifying Party" shall mean any party indemnifying an Indemnitee pursuant to the terms of this Agreement. "Indemnitee" means any party indemnified pursuant to the terms of this Agreement. "Intellectual Property Rights" shall have the meaning set forth in Section 5.15. "Knowledge of Seller" means the actual or "Other gajHiedgs" of R.D. Baker, F.F. Beyl, R.J. Buettner, D.E. Huffman, J.D. Lessner, M.J. Lorang, L.J. Verkest, P.C. Wolf or B.r . Wright. .,, "Leased Property" shall have the meaning set forth Section 5.8. , "Leases" shall have the meaning set forth in Action 5.8. 1 liah* . "Llakilities of the Companies" means all p r3l-1-ities and obligations of the Companies recorded on the Terence Balance Sheet. -4- CAMC-Greco" 0495 REDACTED DOCUMENT "L o s s e s " shall have the mea n i n g set forth in Section 11.3. "Mineral Property" shall have the meaninq set forth m Section 5.8. "Npn-Represented Employee" means any Employee who is not a Represented Employee. * llfi?er Companies11 shall have the meaning set forth in the Preamble. 3* "Qth$r Knowledge" means information which should rr T.d . BBaakkeerr,aTf p.f r.eBBeeyvli, R.j. Buettnerp,erDS.oEn. iHnuftfhmeanP,orjt.ido.n of Lessner, M.J. Lorang, L.J. Verkest, P.c. Wolf or B.R. Wriqht and having his respective knowledge of facts (which shall be deemed to include the representations and warranties to be given by Seller to Buyer in this Agreement) which should have caused such reasonable person to make due enquiries which enquiries would have provided such information. ' forth in Bha11 have the raeani^ set nart-ngT-oh-i mean? ^ individual, corporation, trUSt or unincrporated organization or a government or any agency or political subdivision thereof 5.14, "Plan" shall have the meaning set forth in Section forth in SeS T ^ T PrPP*rty` aha11 have the -- **XI oat on or prlnr^fn'thf8^ mean3 " y Tax period ending nari P S t0 th? cloS3-Etr Date; and a "Post-Closing Period" means any Tax period that is not a Pre-Closing Period. mmeeaanniinngg sqet forth in Secrt1i?o^ninc4T.2S.tatement" shall have the in Section"f?8?h^Se Prinp" sha11 have the meaning set forth in Section "f5!1 PrQPQrtry" sha11 have the meaning set forth balanfo "Bgf^renco B^lanpe Sheet;" means the combined of SarIchl31, 1992 included m t?hendFi*hneancEiuarlPSetaanteCmoemnptasn.ies as RTZ.AGT CAMC-Greco-000496 -5- REDACTED DOCUMENT "Releases" has the same definition as in 42 U.S.C. 9601(22). "Represented Employees" means any Employee who is a member of a unit of Employees covered by a collective bargaining agreement. "Returns" means all returns, reports, estimates, declarations, information returns and statements of any nature with respect to Taxes, including, without limitation, consolidated federal income tax returns of the Seller's Group, declarations of estimated tax and tax reports required to be filed with respect to the Companies or their respective income, properties or operations. "Seller Indemnitee" shall have the meaning set forth in Section 11.2. "Seller's Group" shall mean any "affiliated group" (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that includes the Seller or any predecessor of or successor to Seller (or another such predecessor or successor) . "Seller's Insurance Policies" shall have the meaning set forth in Section 7.6. "Shares" shall have the meaning set forth in the Preamble. . , t "Subsidiaries" shall mean any Person (other than an individual) in which another person owns, beneficially or of record, securities or any other interest representing fifty percent (50%) or more of the aggregate voting power or equity interest in such Person. ".Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, profits, severance, franchise, license, transfer, sales, use, payroll, employment, withholding, property (real or personal), excise a/i.sTtlll^ar taxes (including interest, penalties or additions to such taxes and any interest in respect of such artH^itles or additions), but excluding all sales, use, value aded, transfer and similar taxes imposed in connection with A^ e ^ r^s^Inmat^on the transactions contemplated by this . "Working Capital of the Companies" shall have the meaning set forth in Section 4.2. rTZ.AGT CAM co-000497 -6- REDACTED DOCUMENT ARTICLE 2 SALE AMD PURCHASE OF SHARES 2*1 Sale and Purchase. Upon the terms and subject to the conditions contained herein, Seller will sell and transfer to Buyer, or cause the sale and transfer to Buyer of, and Buyer will purchase and accept, at the Closing, the Shares. 2.2 (a) Purchase Price and Payment, in consideration of the sale and transfer pursuant to Section 2.1, Buyer hereby agrees to pay to Seller a purchase price of (the "Purchase Price") u.S. by wire transfer as provided in Section 3.2(b). ARTICLE 3 CLOSING AND TERMINATION 3.1 Closing. The closing of the transactions provided for herein (the "Closing") will take place at the offices of Sullivan & Cromwell at 125 Broad Street, New York, New York at 10:00 a.m. (local time) on June 30, 1992 provided all conditions set forth in Articles 8 and 9 are satisfied or, if on such date such conditions are not satisfied, on the fifth business day following the satisfaction of all conditions set forth in Articles 8 and 9 (other than the conditions set forth in Articles ,8.6 and 9.6, which shall be satisfied at the Closing), or at such other time and place as Buyer and Seller shall agree (the "glpsmg Date") . The Closing shall be effective as of the close of business on the Closing Date. ,,. 3 -2 transactions on the Closing Date. (a) At the closing, Seller will deliver or cause to be delivered to Buyer the following: (i) ( stock certificates evidencing the Shares, in each case endorsed in blank or with an executed blank stock power attached, and in form suitable for transfer of valii title thereto to Buyer or its assigns, free and clear of any Encumbrances. (ii) resignations of each of the directors and officers of each Company (except as Buyer may specify to Seller prior to Closing); .AGt CAMC- eo-000498 (iii) resignations of such auditors for each Company as Buyer may specify to Seller prior to Closing; and -7- REDACTED DOCUMENT (iv) each of the certificates and other documents required by Article 9 thereof. (b) At the Closing, Buyer will deliver to Seller the following: i) the Purchase Price by wire transfer in immediately available funds in U.S. dollars to the following account: Pittsburgh National Bank (PNB) Pittsburgh, PA Further Credit: Cyprus Mines Corporation the Closing shall not be deemed consummated until Seller shall have received confirmation from PNB of its receipt of the Purchase Price and; (ii) each of the certificates and other documents required by Article 8 hereof. 3.3 Termination. Anything contained in this Agreement other than in this Section 3.3 to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing: (a) by mutual consent of Buyer and Seller; (b) by either Buyer and Seller, if the transactions contemplated hereby are not consummated on or before August 31, 1992 (or such later date as may be agreed upon in writing by the parties hereto); (c) by Buyer, if Seller or Cyprus shall breach in any material respect any of its representations, warranties or obligations hereunder and all breaches in the aggregate constitute a material adverse change, or unanticipated and undisclosed material liability previously unknown to Buyer which would have a material adverse effect, on the talc business taken as a whole and such breach shall not have been cured in all material respects or waived by Buyer and Seller or Cyprus shall not have provided reasonable assurance that such breach will be cured in all material respects on or before the Closing Date. (d) by Seller, if Buyer shall breach in any rn^trial respect any of its representations, warranties or obligations hereunder and such breach shall not have been cured in all material respects or waived and Buyer shall not RTZ .AGT 8- CAMC- sco-000499 REDACTED DOCUMENT have provided reasonable assurance that such breach will be cured in all material respects on or before the Closing Date. 3-4 Effect of Termination. Termination of this Agreement pursuant to this Article 3 shall terminate all provisions of this Agreement, except that Section 3.4, the last sentence of Section 7.1(a) and Sections 12.2, 12.3 and 12.11 shall survive any such termination; provided. however. that termination pursuant to Sections 3.3(c) or (d) shall not relieve the defaulting or breaching party hereunder from any liability to the other party resulting from the default or breach hereunder of such defaulting or breaching party occurring prior to the date of termination. ARTICLE 4 PRELIMINARY AND FINAL CLOSING _____STATEMENTS: ADJUSTMENTS_____ ( 4.1 Working Capital. The parties intend that "Working Capital of the Companies", as defined in Section 4.2 below, shall be as of the Closing. Using the procedure set forth below, the parties shall determine the amount and manner by which Seller shall pay Buyer for any deficiency in Working Capital of the Companies below ____which Buyer shall pay Seller for an; excess in Working Capital of the Companies over as of the Closing. 3 4.2 Preliminary Closing Statement, (a) As soon as reasonably possible after the Closing Date but in any event within sixty (60) days thereafter, Buyer shall prepare and -1 deliver to Seller a statement of combined Working Capital of the Companies derived form a combined balance sheet for the companies and the European Companies as of the Closing (the ^Preliminary Closing Statement"). "Working Capital of the Companies" shall for all purposes of this Agreement mean, as the context requires, the difference between total Current Assets and total Current Liabilities of the Companies and the European Companies reflected on the Reference Balance Sheet, the Preliminary Closing Statement or the Final Closing Statement. "Current Assets" shall for all purposes of this Agreement mean, as the context requires, cash, money on deposit with banks and other financial institution, securities (excluding the stock of its subsidiaries), accounts receivable from customers or employees of the Companies, other receivables, all crude, work-in-process, finished goods and other product inventories, materials and supplies, and prepaid expenses. "Current Liabilities" shall rt z .ag t -9- CAMC 3reco-000500 REDACTED DOCUMENT for all purposes of this Agreement mean, as the context requires, the amount of accounts payable, short-term debt, the current portion of long-term debt, and accrued liabilities due within one year other than liability for federal^income taxes. Any current assets retained by Seller at Closing shall be excluded from Working Capital of the Companies. Any current liabilities assumed or retained by Seller at Closing shall be excluded from Working Capital of the Companies. Current Assets and Current Liabilities shall be recorded consistent with the Accounting Principles. Seller shall assist Buyer, as reasonably requested by Buyer in the preparation of such statement. ' (b) The Preliminary Closing Statement and the Final Closing Statement shall be prepared in accordance with the Accounting Principles applied on a basis consistent with that applied in preparing the Reference Balance Sheet. In thetdetermination of Working Capital of the Companies, finished product and crude talc inventories shall be valued in accordance with Seller's normal inventory valuation procedures and such valuation shall not be subject to adjustment. (c) Seller will make available to Buyer and its representatives, as reasonably requested by Buyer, all books, records and other documents pertaining to the businesses of the Companies deemed necessary or desirable by Buyer in preparing the Preliminary Closing Statement. 4 *3 Review of Statements. Seller and its independent certified public accountants may review the Preliminary Closing Statement and the books of account of Buyer relating to the Companies and the European Companies and may make inquiry of the representatives of Buyer's accountants and Buyer. The Preliminary Closing Statement shall be binding and conclusive upon, and deemed accepted by. Seller unless Seller shall have notified Buyer in writing within thirty (30) days after receipt of the Preliminary Closing Statement of any objections thereto. A notice under this Section 4.3 shall specify in reasonable detail the items in the Preliminary Closing Statement which are being disputed, and a summary of the reasons for such dispute. . 4 *f Disputes; Final Closing Statement, (a) At the request of either party, any dispute between the parties relating to the Preliminary Closing Statement which cannot nSt-feSOlved by them within thirty (30) days after receipt of once of any objections to such Preliminary Closing , statement pursuant to Section 4.3 shall be referred to the Auditor decision, which decision shall be final a binding on both parties. The parties agree that they rTZ.AGT -10- reco-000501 REDACTED DOCUMENT will require the Disputes Auditor to render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. (b) Before referring a matter to the Disputes Auditor, the parties shall agree on procedures to be followed by the Disputes Auditor (including procedures for presentation of evidence) . If the parties are unable to agree upon procedures before the end of thirty (30) days after receipt of notice of any objections pursuant to Section 4.3, the Disputes Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as quickly, efficiently and inexpensively as possible; the Disputes Auditor's procedures may be, but need not be, those proposed by either party, provided, that such procedures shall require the Disputes Auditor to render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The parties shall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor, and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fee of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by the parties equally. (c) The Preliminary Closing Statement shall become final and binding on both parties upon the earliest of (i) if no such notice has been given, the expiration of the period within which Seller may notify Buyer of any objections hereto pursuant to Section 4.3, (ii) agreement in writing by Seller and Buyer that such Preliminary Closing Statement, together with any modification thereto agreed by Seller and Buyer, shall be final and binding and (iii) the date on which the Disputes Auditor shall issue its decision with respect to any dispute relating to such Preliminary Closing Statement. The Preliminary Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Disputes Auditor, when final and binding on both parties, is herein referred to as the "Final Closing Statement". , 4.5 Adjustment. Promptly after the Preliminary Closing Statement having become final and binding on Seller and Buyer pursuant to Section 4.4, but in no event later than the fifth business day thereafter, the following shall occur: - (a) If the Working Capital of the Companies as the Final Closing Statement exceeds ^____ ._____ Buyer shall pay to Seller, by wire transfer in immediately available funds to the account designated by Rt z .agt -11- CAMC Breco-000502 REDACTED DOCUMENT Seller not less than three business days prior to the date of such payment, an amount equal to such excess. (b) If the Working Capital of the Companies as reflecte^on the Final Closing Statement is less than Seller shall pay to Buyer, by wire transfer in immediately available funds to the account designated by Buyer not less than three business days prior to the date of such payment, an amount equal to such deficit. , , 4*6 Effect of Payment. Notwithstanding any other provision of this Agreement to the contrary, any payment made by Seller to Buyer or Buyer to Seller under this Article 4 shall have no effect upon either party's obligations to the other party under any other provision of this Agreement, including without limitation, Article 11. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER AND CYPRUS Seller and Cyprus represent and warrant, jointly and severally, to buyer that: * _ . 5 `1 Organization of Seiler. Cyprus and.the Companies ;^Authority. Seller, Cyprus and each of the Companies is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with, in of Seller and Cyprus, the corporate power and t(\.f?ter.into this Agreement and to perform their m?SiIe^t'igftions hereunder. Each of the companies is na?TM* d? business in each jurisdiction in which the w w i f0 '!ltS business requires it to be so qualified except arivf fai^ re to be so qualified would not have a material ronaff? effect on the assets, businesses, financial Cnmnii0n,miesults of operations or prospects of such ^ompany The execution and delivery of this Agreement and h 'cnsTM a t i o n of the transactions contemplated hereby on theen^rfUl au$*orized by all requisite corporate action been S,,? f S e * l e r ^ d o f Cyprus. This Agreement has c o n t - ' executed and delivered by Seller and Cyprus and SellertandScpmsalld' bindin9 and enforceable obligation of as DrmHH 5*? to Carry Out the Agreement. Except of ided Schedule 5.2, none of Seller, Cyprus or any ne Companies is subject to or bound by any provision of Rt z . a g t _1 2 - CAMC-Greco-000503 REDACTED DOCUMENT , _ _ (i) any law, statute, rule regulation or judicial or administrative decision, (ii) any articles or certificates of incorporation or by-laws, (iii) any mortgage, deed to secure debt, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship or other restriction, or (iv) any judgement, order, writ, injunction or ^e?ree f any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or under which there would be a default as a result of, nor is the consent of any Person under any material contract or agreement to which any of ^the Companies or any of its predecessors is a party, which consent has not been obtained, required for the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby. 5*3 Capitalization of the Companies: Ownership. (a) The authorized, issued and outstanding capital stock of each of the Companies are set forth in Schedule 5.3. All of the issued and outstanding shares of capital stock of each of the Companies are duly authorized, validly issued, fully paid and nonassessable. Except as set orth in Schedule 5.3, there are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of any of the Companies or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is any of the Companies committed to issue any such option, warrant, right or security. (b) The Shares are owned of record and beneficially by Seller. Seller has good and valid title to the Shares, free and clear of any and all liens, claims, restrictions, encumbrances, security interests or options (".Enymbraneg") and good and valid title to the Shares, free and clear of any and all Encumbrances will pass to Buyer on the Closing Date. Except as set forth on Schedule 5.3, ewco owns all shares of capital stock of the Other Companies, free and clear of any Encumbrances. 5.4 Equity Interests. Except as set forth in Schedule 5.3, none of the Companies or the European Companies has, directly or indirectly, any equity interest RTZ.AGT CAMC-Greco-000504 -13- REDACTED DOCUMENT CAMC-i in any other corporation, joint venture, partnership or other entity. 5.5 Financial Statements. Seller has heretofore furnished Buyer with copies of the following financial statements: (i) combined balance sheets for the Companies and the European Companies as of December 31, 1991 and as of March 31, 1992, and (ii) combined income statements and statements of cash flow {or, if applicable, changes in financial position) for the year ended December 31, 1991, and the period ended March 31, 1992 (such balance sheets and income statements and statements of cash flow (or, if applicable, changes in financial position), together with the comments thereto, being collectively referred to as the "Financial Statements"). The Financial Statements are attached hereto as Annex A. To the Knowledge of Seller, the Financial Statements have been prepared in conformity with the Accounting Principles as applied by the Companies on a consistent basis throughout the period covered by such statements and the accounting principles used in the preparation of the Financial Statements are consistent with the accounting principles used by Seller and amended from time to time in the preparation of its financial statements for the years 1989, 1990 and 1991. To the Knowledge of Seller, except as disclosed in the Reference Balance sheet or in Schedule 5.5, as of March 31, 1992 there were no actual or contingent debts, liabilities or obligations of any of the Companies which were required to be disclosed on the Reference Balance Sheet or any note thereto by the Accounting Principles as applied by the Companies nor as of the Closing, any contingent debts, liabilities or obligations of any of the Companies which were required to be disclosed on the Final Closing Balance sheet or any note thereto by the Accounting Principles as applied by the Companies. 5.6 Absence of Certain Changes or Events. Knowledge of Seller, except as set forth on Schedule 5.6, or specifically required by the Agreement to consummated the transactions contemplated by the Agreement, since December 31, 1991, the Companies have conducted their businesses in the ordinary and usual course, and there has net been (i) any change or amendment to the charter, by-laws or other organizational agreements of any of the Companies, (ii) any issuance or sale of any shares of capital stock of any of the Companies, or options, warrants or other rights of any kind to acquire any such shares or securities convertible into or securities exchangeable for, or which otherwise confer on the holder thereof any rights to acquire, any such shares, or enter into any agreement obligating it to do any f the foregoing, (iii) any non-cash dividends declared, set aside, paid or made with respect to the capital stock of any To the &TZ.AGT -14- 000505 REDACTED DOCUMENT of the Companies, except as provided in Section 7.3(b), (iv) any damage, destruction or other casualty loss of any asset or assets of the Companies (whether or not covered by insurance) which, singly or in the aggregate, has a material adverse effect, (v) any increase in the compensation payable or to become payable by any of the Companies to any of its officers, directors or employees, or any increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made by any of the Companies for or with any such officers, directors or employees, except in the ordinary course or business consistent with past practice (vi) any labor dispute, other than routine labor matters, (vii) any transaction between any of the Companies on the one hand and any of Seller, Cyprus or any of their Affiliates (other than the Companies) on the other hand, other than transactions in the ordinary and usual course of business, (viii) any acquisition or disposition of businesses or assets, other than in the ordinary course of business, (ix) any increased production or purchase of inventory in anticipation of the transactions contemplated by this Agreement, (x) any increase or decrease in the accounts receivable or accounts payable of the Conpanies in anticipation of the transactions contemplated by this Agreement of (xi) any other event or change of condition of any character which, singly or in the aggregate, has had or is reasonably likely to have a material adverse effect on the assets, businesses, financial condition, results of operations or, to the extent the event or change is caused by Seller, prospects, of the Companies taken as a whole. , 5.7 Title to Personal Properties; Absence of Lisns. To the Knowledge of Seller, except as set forth on Schedule 5.7, each of the Companies has good and valid title to, or valid and subsisting leasehold or other possessory interests in, all of its personal properties and assets reflected on the Reference Balance Sheet (except for property and assets disposed of since the date of the Reference Balance Sheet) or acquired since the date of the Reference Balance Sheet and required by the Accounting Principles to be recorded on the balance sheets of such Company, free and clear of any Encumbrances, except for Encumbr^^^yjhich, individually or in the aggregate, do not . 5.8 Real Property Matters: (a) Title to Real Properties; Absence of l Iptih. To the Knowledge of Seller, the Companies (i) own good and valid fee simple title in and to those certain real properties more particularly identified by parcel on Schedule 5.8 (the "Fee Property"), free and clear from any and all Encumbrances other than those identified as rTZ.AGT -15- CAMC 1-000506 REDACTED DOCUMENT m Permitted on Exceptions on Schedule 5.8 (the "Permitted Exceptions11). (ii) own good and valid fee simple title to certain mineral rights pursuant to certain Deeds more particularly identified by parcel on Schedule 5.8 (the("Mineral Property"! (i) hold valid and subsisting leasehold estates in and to those certain real properties more particularly identified by parcel on Schedule 5.8 (the "Leased Property") . pursuant , in each case, to a valid and subsisting lease (individually, "Lease" and collectively, the "Leases") identified, as to each Leased Property, on Schedule 5.8 and (iv) hold a possessory interest in certain unpatented mining claims subject to the paramount title of the United States Government as set forth on Schedule 5.8 (the "Possessory Property"}. The Fee Property, the Mineral Property, the Leased Property and the Possessory Property are hereinafter referred to as the "Real Property", to the Knowledge of Seller, Schedule 5.8 also includes a complete and accurate list of all patented and unpatented mining claims of the Companies. (b) Wetlands. To the Knowledge of Seller, except as set forth on Schedule 5.8, there does not exist any written survey, study or report which claims specifically that any portion of the Real Property is a wetland as that term is used and defined in The Clean Water Act, 33 U.S.C. 1251 et sea.. as amended, which would render previously disclosed talc reserves unrecoverable. ,, ic Seal Property Records. Seller has made available to Buyer, to the extent in Seller's possession or control, or in the possession or control ot one of the Companies, copies of any documents directly relating to the Real Property, including, wicnout limitation, copies of any and all title insurance policies, title commitments, title abstracts; aeeds and options; leases and pipeline documents; plans ana surveys; and environmental studies, surveys and reports. In addition, in the event any additional items become available to Seller during the term of tnis Agreement, Seller shall promptly make such items or copies of such items available to Buyer. ^ (d> Preservation of Mineral Rights. To the Knowledge of Seller, except as set forth in Schedule =8, the Companies have good and valid title or possessory interest (where indicated) to the mineral S S ? located ?n the Real Property and each of them ana its respective immediate predecessors have complied ln a11 material respects with the requirements of any ^2.Affj- -16- cam eo-000507 REDACTED DOCUMENT and all federal, state or local laws or ordinances related to the preservation of such mineral rights. (e) Operations Within Boundary Lines. To the Knowledge of Seller, except as set forth in Schedule 5.8, the activities conducted by any of the Companies and the improvements located on the Real Property are in all material respects within the boundary lines of the Real Property as described in Schedule 5.8 and there are no material encroachments by others onto the Real Property. (f) Condemnation. To the Knowledge of Seller, there is not now pending any condemnation or similar proceeding which affects the Real Property of any portion thereof. Seller has received no notice that any such proceeding or taking by condemnation is contemplated. 5.9 Litigation. To the Knowledge of Seller, except as set forth on Schedule 5.9, there is no action, suit, proceeding or investigation pending or threatened against any Company or relating to any Company's properties, at law, m equity or otherwise, in, before, or by any court or governmental agency or authority. To the Knowledge of Seller, there are no unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against any of the Companies or against any Real Property or any other of their properties, assets or businesses. ,, 5 *10 .Compliance with Law. To the Knowledge of seller, except as with respect to matters set forth in section 5.16 which are covered therein, and except as set forth on Schedule 5.10, the business of each Company is being conducted, and has at all times during the last three years been conducted by a Company or its predecessor, in material compliance with all laws, ordinances and regulations of any governmental entity, common law and dCtrfnes aPP1:i-cable to such Company (including, without limitation, Non-Environmental Laws) . To the S2!!-fdre f.,?eller' all material governmental approvals, and ^lcenses required by any Company in connection the conduct of its business have been obtained and are in full force and effect and are being complied with in all material respects. . e,,. j , 5.11 Contracts. (a) To the Knowledge of Seller, chedule 5 . H sets forth each written contract or agreement outstanding as of the date hereof to which any Company is a party or to which any of its properties are bound and which, Rt z .agt -17- CAMC-Greco-000508 REDACTED DOCUMENT (^^^woives future payment or receipt of in excess of or future performance or receipt of services or delivery or receipt of goods and materials, in each case with an aggregate value in excess of including, but not limited to, sale and purchase agreements, distributorship agreements and loan agreements, notes and other financing documents; (ii) is a guarantee in respect of indebtedness of any Person (other than a Company) which majy^nvolve future payment by a Company in excess of or is a mortgage, security agreement or other collateral arrangement securing indebtedness of any Person (other than a Company) and creating Encumbrances on properties and assets of a Company; (iii) is a lease providing for month!1 rental payments by a company in excess of (exclusive of charges for taxes, insurance, utilities, maintenance and repair); (iv) is an employment or consulting contract or is a collective bargaining agreement; (v) is a technology license agreement; (vi) contains a change of control provision or provisions of similar effect; (vii) is between any Company and Seller or any of Seller's Affiliates (other than any Company); (viii) is not an arm's-length agreement; or _ (ix) contains any restriction on the Companies ability to complete with any other business. . (b) To the Knowledge of Seller, there is no material default by any Company or any other party, under any contract or agreement set forth or described in Schedule 5.11. 5.12 Brokers_and Intermediaries. Except for Dillon Read & Co., neither Seller nor any Company has employed any broker, finder, advisor or intermediary in connection with the transactions contemplated by this Agreement which would be entitled to a broker's, finder's or similar fee or commission in connection therewith or upon the consummation thereof. Seller shall be responsible for making any payments to which Dillon Read & Co. shall be entitled. Rt z .a g t CAMC-Greco-000509 18- REDACTED DOCUMENT CAMC-i 5.13 Tax Matters, (a) Except as set forth in Schedule 5.13, (i) all Returns with respect to Taxes that are required to have been filed by or with respect to the Seller'8 Group prior to the date of this Agreement, including any of the Companies, have been duly filed, (ii) all taxes shown to be due on the Returns referred to in clause (i) or in assessments received have in either case been paid in full, (iii) the Returns referred to in clause (i) have been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Returns were required to be filed has expired, (iv) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Returns referred to in clause (i) are currently pending, (vi) no waivers of statutes of limitation have been given or requested by or with respect to any Taxes of the Seller's Group or any of the Companies, (vii) there are no adjustments required by Section 481 of the Code or similar carryover items that would affect the income tax liability of any of the Companies for a tax year that ends after the Closing Date, and (viii) no adjustments have been made or proposed by the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to any of the Returns referred to in clause (i) which would in any way affect the liability for Taxes of any of the Companies for any taxable year or periods ending after the Closing Date. , (t>) No tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement. (c) As a result of Buyer's purchase of the Shares, neither Buyer nor any Company will be obligated to make a payment to an individual that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. 5.14 Employee Benefits. (i) All benefit plans, contracts or rangements having a benefit value exceeding, in present teg^idetermined using a discount rate of 8-1/2% per unf^^i' (regardless of whether they are funded or cu^UELdeTforeign or domestic, contractual or not) covering ^P^oy68 or former employees of the Companies (the employee"), including, but not limited to, "employee ^Z.AGT 19- 1510 REDACTED DOCUMENT benefit plans" within the meaning of Section 3(3) of ERISA, and plans of deferred compensation (the "Benefit Plans"), are listed in Schedule 5.14. True and complete copies of all Benefit Plans including, but not limited to, any trust instruments and insurance contracts forming a part of any Benefit Plans, summary plan descriptions and all amendments thereto have been made available to Buyer. (ii) To the Knowledge of Seller, all employee benefit plans, other than "multiemployer plans" within the meaning of Section 3(37) or 4001(a)(3) or ERISA, covering Employees (the "Plans"), to the extent subject to ERISA, are in substantial compliance with ERISA. To the Knowledge of Seller, except as set forth on Schedule 5.14, each Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter, or is currently the subject of a request for a determination letter, from the Internal Revenue Service, and Seller is not aware of any circumstances likely to result in refusal or revocation of any such favorable determination letter. To the Knowledge of Seller, there is no material pending or threatened litigation relating to the Plans. To the Knowledge of Seller, the Companies have not engaged in a transaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Companies to a tax or penalty imposed by either Section 4975 or the Code or Section 502 (i) aggregate, would be material. (iii) To the Knowledge of Seller, no liability under Subtitle C or D or Title IV of ERISA has been or is expected to be incurred by the Companies with respect to any ongoing, frozen or terminated "single employer plan", within the meaning of Section 4001(a)(15) of E?ISAi currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with any Company under Section 4001 of ERISA of Section 414 of the Code (an "ERISA Affiliate"). To the Knowledge of Seller, the Companies have not incurred and do not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA of whether based on contributions of an ERISA ^ffiliate). To the Knowledge of Seller, no notice of a r a t a b l e event", within the meaning of Section 4043 of RISA for which the 30-day reporting requirement has not een waived, has been required to be filed for any Pension ian or by any ERISA Affiliate within the 12-month period ending on the date hereof. Rt z . agt CAM efco-000511 -20- REDACTED DOCUMENT ., (iv)_ To the Knowledge of Seller, all contributions required to be made under the terms of any Benefit Plan have been timely made. Neither any Pension Plan nor any single-employer plan of an ERISA Affiliate has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of tERISA and no ERISA Affiliate has an outstanding fundinq waiver. To the Knowledge of Seller, the Companies have not provided, or are required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. i lv ^ To tile Knowledge of Seller, except as previously disclosed in writing to the Buyer, under each Pension Plan which is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all "benefit liabilities", within the meaning of Section 4001(a) (16) of ERISA (as determined on the basis of the actuarial assumptions contained in the Plan's most recent aStufria^ valuation), did not exceed the then current value of the assets of such Plan, and there has been no material change m the financial condition of such Plan since the th recent plan year. To the Knowledge of Benefit Plan which is a multiemployer plan to which the Companies or an ERISA Affiliate has contributed durinq the ding-i12 ra<?nt^s' determined as if a "complete withdrawal", within the meaning of Section 4203 of ERISA had occurred as of the date hereof, does not exceed .. life (vi) To tiie Knowledge of Seller, the obli9ations for post retiree health and Schedule s i ! U^ r^ n y B e n ?f,it Plan' excePt as set forth on iff?. .5 *14* To the Knowledge of Seller, there are no teriniiift0nS n fc!!e ri9hts of th Companies to amend or ^ any Such.Benefit Plan or any post retirement liabilitS ! L S Ve5ing ACtive without incurring any in^hi un?e^' except for any restrictions set forth7 agreement r arislng under a collective bargaining Seller- *-h5 '^5 and Trademarks. To the Knowledge cf tbe CoinPanies own or have the rights to use, without payment of any consideration, all patents, patent S k s Caii23' trademarks, trademark applications, service a r e * TM TM d copyrights, licenses and rights which th! r ^ ? 3ary 5or ase in connection with the businesses of t.7, Cornpanies (collectively, the "Intellectual Pmnorh,, TM V nte.;eStUal ^ o P ^ R i g h i s owned E^ the KnSSSi! aje described on Schedule 5.15 hereto. To the Intel??! ? Seller/ the use and registration of the llectual Property Rights do not conflict with the Rt z .agt _21_ cam eo-000512 REDACTED DOCUMENT intellectual property rights of any other person, firm or corporation and no other person's, firm's or corporation's operations conflict with the use and registration of the intellectual Property Rights. To the Knowledge of Seller, there are no suits pending or threatened by any of the Companies claiming a conflict by such Company with any intellectual property rights of third parties or a conflict by any third party claiming a conflict by such a third party with any of the Intellectual Property Rights. , 5.16 Environmental Matters. For the purpose of this Section 5.16 only, and expressly not for the purpose of Section 11.3 hereof, "Predecessors" shall mean the companies that operated Seller's talc business immediately prior to the creation of Newco. Except as set forth on Schedule (a) Each of the Companies has obtained all material permits, licenses and other such authorizations required to be obtained by it for the operation of its business under all applicable Environmental Laws. (b) Each of the Companies is, and each of the Companies and its Predecessors has been, in material compliance with all applicable Environmental Laws. (c) None of Seller, any Company or any of their respective Predecessors have received any written notice during the last six years of any material violation of any Environmental Law by the Companies or their respective Predecessors, and there are no civil, criminal or administrative actions, suits, hearings, proceedings, written notices of violations, claims or demands pending or, to the Knowledge of Seller, threatened against any Company or with respect ^to any property owned or previously owned by any company or its Predecessor under any Environmental Law. None of the Companies has received any written notice of any actual or threatened Release of any Hazardous Substance in violation of any Environmental Law (d) None of the Companies or any of its Predecessors have generated, transported, or disposed, and none of the Companies is generating, transporting or disposing, of any Hazardous Substances to, in, upon, about, or under any property wherever situated, which have resulted in a Release giving rise to any material claims, losses, damages (including consequential and other damages), liabilities, penalties, expenses, demands, fines or cleanup or monitoring costs; under and as a result of a violation of any Environmental Law. RTZ .AST CAMC-Greco-000513 -22- REDACTED DOCUMENT (e) None of the Companies and no other party has been involved in any activity in, upon, about, or under the Real Property or any parcel or portion thereof, and none of the Companies or any of its Predecessors have been involved in any activity in, upon, about, or under any property previously owned by any Company or its Predecessors, in connection with the generation, use, handling, treatment, removal, storage, cleanup, transport, or disposal of any Hazardous Substances which have resulted in a Release giving rise to any claims, losses, damages (including consequential and other damages), liabilities, penalties, expenses, demands, fines or cleanup or monitoring costs; under and as a result of a violation of any Environmental Law. (f) To the Knowledge of Seller, there are not now any underground storage tanks (as such term is defined in 40 CFR 280.12) in, upon, about or under any of the Real property or any parcel or portion thereof. (g) Seller has made available in writing to Buyer which equipment of the Companies contain PCB and Seller has made available to Buyer all reports relating thereto. (h) There are not now, nor has there ever to the Knowledge of Seller been, any areas in, upon, about, or under the Real Property or any parcel or portion thereof which should have been permitted as treatment, storage, or disposal facilities under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et aeg. 5.17 Improper Payments. To the Knowledge of Seller, no improper payment has been made by or on behalf of any of the Companies which is in violation of any applicable federal, state, local or foreign law. 5.18 Insurance. Full and complete copies of all property and casualty insurance policies which currently insure each of the Companies have been made available to Buyer. . Im . 5.19 Talc Reserves. Seller has made available its talc reserve written data to Buyer. To the Knowledge of Seller, Seller's reporting of talc reserves is consistent with the reserve reporting requirements of the U.S. Securities and Exchange Commission. B 5.20 Entire Business. The Companies and the European Companies conduct all of the talc business of feller and its Affiliates and own (without any right, title ^T,encumbrance in favor of Seller or any of its Affiliates other than the Companies) all of the assets, rights or hterests relating to such business, other than Cyprus logos ^TZ.AGT -23- CAMC 000514 REDACTED DOCUMENT and the Hamm Underground Mine Property, that are owned by geller or any of its Affiliates. The assets of the Companies as of the Closing Date will be sufficient to enable the Companies to carry out the talc business of Seller and its Affiliates as presently conducted by Seller and its Affiliates. 5.21 Mining and Technical Matters. (a) For the purposes of this representation and warranty, "Mineral piahts" means all rights, leases, concessions, licenses and other entitlements to explore for, mine and extract all and any minerals. (b) To the Knowledge of Seller, except as set forth on Schedule 5.8, each Company is duly authorized to carry on production of minerals in each jurisdiction where it presently carries on such activities, has good and valid title to all Mineral Rights required in connection with its current operations and possesses all rights of access, easements, rights to water, power and other services necessary for the said operations. (c) To the Knowledge of Seller, each Company is duly authorized to carry on exploration for minerals {where such exploration is currently in progress) in each jurisdiction where it carries on such activities. (d) To the Knowledge of Seller, all Mineral Rights held by a Company are in full force and effect and, free from cancellation, forfeiture or any accrued right of termination and there has been no material adverse change in the condition of or rights under the same except depletion of ore reserves due to operations in the ordinary course of business; provided, however, that with respect to cancellation of possessory interests, Seller only represents and warrants that it has not received any written notice of cancellation. (e) To the Knowledge of Seller, no Company has received any notice of default or claim of default or of any current or threatened expropriation, withdrawal or cancellation of any Mineral Rights nor are there any suits or proceedings in progress or pending or threatened against or affecting any Mineral Rights or the minerals produced therefrom which, if decided adversely, would materially prejudice the Mineral Rights or the rights enjoyed thereunder. (f) To the Knowledge of Seller, except as set forth on Schedule 5.8, none of the Mineral Rights nor the production of minerals thereunder is subject to any royalty, production payment, lien, charge, security interest or other Rt z .agt -24 CAMC-Geco-000515 REDACTED DOCUMENT encumbrance, and no Company is obliged by virtue of any prepayment under any contract providing for the sale of any such minerals or under any similar arrangement to deliver any of such minerals at any future date without then or in due course thereafter receiving full payment therefor. (g) To the Knowledge of Seller, the records supplied to Buyer relating to: (i) geological, geophysical, geochemical, drilling and other engineering data; (ii) maps and drawings showing mining operations carried out; {iii) ore reserve estimates and production data; and (iv) metallurgical test work, are true and accurate, within the standards of the industry, in all material respects. ( t 5.22 Disclosure. To the Knowledge of Seller, all written information which has been given by Seller or any representative of Seller to Buyer or any representative of Buyer, is true, complete and accurate in all material respects and there are no facts, matters or circumstances which render any such information inaccurate or misleading in any material respect. 5.23 Inventory. All inventories of the Companies are of a quality and specification conforming to the usual standards used by the Companies, and except as set forth on Schedule 5.23, all inventories are reflected on the Reference Balance Sheet in accordance with the Accounting Principles to realizable value on a going-concern basis. There are no talc ores included in the inventories of the Companies that can not produce products in conformity with the Companies existing product specifications and existinq production methods. 5.24 Condition of the Assets of the ComnaniPH. o the Knowledge of Seller, all of the physical assets of ne Companies, including machinery and equipment, are in easonable operating condition required for the current onduct of the business of the Companies, normal wear and s&f tear excepted. . 5.25 Accountg_Receivable. To the Knowledge of Enr 6r' a11 accounts receivable of the Companies and the uropean Companies shown on the Reference Balance Sheet, and Rt z . a g t -25- CAMC- 0516 REDACTED DOCUMENT RL all accounts receivable arising thereafter and prior to the Closing shown in the books of the Companies, arose and will arise in the ordinary course of business and are fully collectible, except to the extent a bad debt reserve has been established for such accounts receivable in accordance with the Accounting Principles., 5-26 Formation of Newco. Newco was incorporated on April 1, 1992 in the State of Delaware. Since its date of incorporation, Newco has not engaged in any activity other than activities contemplated and disclosed to Buyer in connection with the restructuring of the talc business of Seller and its Affiliates. 5-27 Working Capital of the Companies. To the Knowledge of Seller, no individual working capital item set forth oi^h^Reference Balance Sheet has changed by more than since the date of the Reference Balance Sheet, except for changes in the ordinary course of business of the Companies. t 5.28 Disclaimer. No representations of warranties have been made to Buyer by Seller or Cyprus other than those expressly set forth in this Agreement. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller that: . Organization and Authority of Buyer. Buyer 8 a Dflaware corporation, with the corporate power anri ni ri^ t0 enter into this Agreement and to perform its ligations hereunder. The execution and delivery of this r'femelt and tbe consummation of the transactions contemplated hereby have been duly authorized by all . corporate action on the part of Buyer. This cnr,o?^?n has been duly executed and delivered by Buyer and. Buyer tUtSS the valid/ binding and enforceable obligation of not ^bilitY tQ Carry Out the Agreement. Buyer is surgect to or bound by any provision of j. . , any law, statute, rule, regulation or judicial or administrative decision, (ii) any articles or certificates of incorporation or by-laws, ^ 2 -AGT -Greco-000517 -26- "i- :H' REDACTED DOCUMENT (iii) any mortgage, deed to secure debt, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or (iv) any judgement, order, writ injunction or decree or any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or under which there would be a default as a result of, nor is the consent of any Person under any material contract or agreement which has not been obtained required for, the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby. 6*3 Brokers and Intermediaries. Buyer has not employed any broker, finder, advisor or intermediary in connection with the transactions contemplated by this Agreement which would be entitled to a broker's, finder's, or similar fee or commission in connection therewith or unon the consummation thereof. _, 6*4 Investment. Buyer is acquiring the Shares for its own account for investment, without a view to, or for resale in connection with, the distribution thereof in violation of federal or state securities laws and with no present intention of distributing or reselling any part thereof. Buyer will not so distribute or resell any Shares in violation of any such law. CAMC-i ARTICLE 7 CERTAIN COVENANTS AND AGREEMENTS -----OF SELLER. CYPRTTS AND BUYER_____ _ 7 *1 M g e s s and Information; Testincr of R e s e r v e rrr^ce of Breaches. (a) Seller shall permit Buyer and its accountan?tlVeS (in$audinS' without limitation, its public th?oU?tantS' counsel 311(1 other advisors) after the date of A9reenient to have access during normal business hours advance notice to Seller to the officers aAd directors of the Companies and/or the Seller (as of*5?Priatei' tlie auditors of the Companies and any and all riah_ile_premisfs'.properties, contracts, books, records and limft-* r rel-atin9 to each of the Companies. Without coni t5e fre9 oing, Buyer, its public accountants, nsei and other advisors shall have the right at any time from time to time prior to Closing to enter the Real RTZAGT -27- 900518 REDACTED DOCUMENT property, or any portion or parcel thereof, for the purpose of obtaining a survey, either boundary or as-built, of such Real Property, conducting Phase I environmental audits and property audits of Real Property, surveying and otherwise examining the physical, hydrological and topographical nature of the Real Property. "Phase I environmental audits" shall be understood to consist of walk-throughs of any of the Real Property or facilities thereon, review of documents relating to environmental issues, interviews of personnel with knowledge relating to environmental issues, and review of public records. Such access shall be conducted by Buyer and its representatives in such a manner as not to interfere unreasonably with the business or operations of Seller or any Company. All information provided to Buyer pursuant hereto shall be subject to that certain confidentiality agreement executed by an affiliate of Buyer and dated April 24, 1991 (the "Confidentiality Agreement") . (b) From the date hereof through and including the Closing Date, Seller shall cause the Companies to give full access to Buyer and its representatives for the purpose of testing Seller's talc reserves, using standard industry testing techniques. Such access shall be conducted by Buyer and its representatives in such a manner as not to interfere unreasonably with the business or operations of Seller or any Company. 7.2 Regulatory Filinas. Each party hereto will furnish to the other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions to any government agency related to this transaction. 7.3 Conduct of Business: Intercompany Accounts. (a) Prior to the Closing, and except as set forth in Schedule 7.3 or otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, Seller covenants and agrees that: it' (i) it will cause the businesses conducted by the Companies to be operated only in the ordinary and usual course and use all reasonable efforts to preserve the properties and relationships with suppliers and customers of such businesses; (ii) it will cause each Company not to issue or sell any shares of capital stock of such Company, or issue or sell any options, warrants or other rights of any kind to acquire any such shares or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any rights to rTZ.AGT -28- CAM Co-000519 REDACTED DOCUMENT acquire, any such shares, or enter into any agreement obligating it to do any of the foregoing; (iii) except for the contemplated transfer of assets from Seller to Newco, it will not, other than in the ordinary course of business, cause the transfer of any material assets or contracts, or hire, fire or transfer any key employees to or from any subsidiary, division or other business unit within or among the Companies; (iv) it will cause each of the Companies not to change or amend its charter, by-laws or other organization agreements; (v) it will cause the Companies not to acquire or to dispose of any property, right or other asset employed in the business of the Companies, other than in the ordinary course of business {it being understood that the purchase or sale of talc reserves shall not be considered in the ordinary course of business for purposes of this paragraph (v)); (vi) it will cause the Companies to or will itself keep in full force and effect insurance on assets and Real Property and other property of the Companies or for the benefit of employees of the Companies, liability and other casualty insurance related to the Companies, and bonds on personnel of the Companies in accordance with the past practices of the Companies, and it will ensure that all proceeds received under such insurance will remain assets of the Companies at the Closing or will be transferred to the Companies prior to the Closing; (vii) it will cause the Companies not to enter into or to amend any employment, bonus, severance or retirement contract or arrangement or any employee benefit plan with regard to the Companies; . (viii) it will cause the Companies not to increase any salary or other form of compensation payable or to become payable to any of the executives or employees of the Companies, or to pay any bonuses to any of such executives or employees, except for payments made in the ordinary course and for such payments to be made pursuant to the bonus or profit sharing provisions of the employment agreements listed on Schedule 5.14 hereto; (ix) it will cause the Companies not to enter into, make, agree upon or to agree to enter into Rt z . agt -29- CAM 300520 REDACTED DOCUMENT (a) other than in the ordinary course, any contract, purchase or sale order, or other commitment, or (B) any real propertylease requiring an expenditure or payment in excess of per annum or which cannot be terminated by the relevant Company within a period not exceeding 12 months' (x) it will cause the Companies not to incur any debt or obligation for borrowed funds and not to extend credit in the sale of products, collection of receivables or otherwise, other than in the ordinary and regular course of business; (xi) it will cause the Companies not to take any action and not to cause any action to be taken by any party, which action would materially and adversely affect the businesses of any of the Companies, including, without limitation, the state of title of any of the Companies in and to any material portion of the Real Property. It will not permit any Company to fail to exercise any option to extend or exercise any option to terminate any Lease between the date hereof and the Closing without Buyer's prior written consent as to each such non-extension or termination of any Lease, or amend or modify any such Lease except in the ordinary course; (xii) it will not permit any of the Companies to wind iip, liquidate or dissolve or to enter into any transaction or merger or consolidation; and (xiii) it will not, and it will not permit any of the Companies to, agree to take any of the foregoing actions. (b) Seller and Buyer agree that all intercompany accounts between Seller or any Affiliate of Seller (other than a Company) and any Company shall be settled with payment effective prior to the Closing and to the extent such settlement is not feasible at or prior to the Closing, shall be settled as soon as practicable after Closing, and such settlement shall be effective as of prior to Closing. 7.4 Employee Matters. (a) Ongoing Employment. Buyer shall ensure that all persons who were employed by any Company immediately preceding the Closing Date, including those on vacation, leave of absence or disability (whether short-term or long-term disability or worker's Compensation) and those subject to or on lay-off (but only, 111 the case of employees subject to or on lay-off, to the sxtent a collective bargaining agreement providing for rt z.agt -30- CAMC-Geco-000521 REDACTED DOCUMENT recall rights is applicable to such employees) ("Active Employees", which term shall be defined as those individuals identified above), will be employed by Buyer or any Affiliate of Buyer (including but not limited to the Companies) on the Closing Date, on substantially the same terms (regarding salary, job responsibility and location but excluding retirement and welfare benefits) as those provided to such Active Employees immediately prior to the Closing Date. The employment of any Active Employee by Buyer on the Closing Date does not create a right to ongoing employment with Buyer other than may exist under a collective bargaining agreement or an individual agreement. (b) Welfare Benefit Plan . (i) Seller shall retain the responsibility for providing for payment of all (A) claims of Employees under any medical, dental, hospital or health plans for previously documented physical or mental conditions in existence on the Closing Date, and provided that a claim for such condition is made within one year of the Closing Date, and (B) claims incurred under any life insurance plans for death occurring prior to the Closing Date. (ii) Seller shall retain the responsibility for^providing for payments of all long-term disability claims (including long-term disability claims that result from continuous short-term disability claims in existence on the Closing Date) arising from disabilities of Employees that occurred prior to the Closing Date and up until such time as the Employee returns to work with the relevant Company on a full time, unrestricted basis for at least 30 days. Buyer I shall assume the responsibility for providing for payments of all short-term disability claims arising from such disabilities. a It _ (***) Seller shall retain the responsibility for providing for payments of all worker's compensation claims made on or before the Closing Date, provided. hpwever, that Seller shall only be liable under this paragraph (iii) for payments in excess of the amount accrued with respect thereto on the Final Closing statement. Buyer shall assume the responsibility for pf0Yldin9 for payments of all worker's compensation claims made after the Closing Date. . Seller shall retain the responsibility for providing Non-Represented Employees who retired (or if applicable who^terminated with vested benefits) prior to the Closing Date with retiree health and life RTZ.AQT -31- CAM Sco-000522 REDACTED DOCUMENT benefits under the Benefit Plan(s) which covered such Employees prior to the Closing Date. As of the Closing Date, Buyer assumes all liabilities for vested and non vested post-retirement medical and life insurance benefits with respect to Non-Represented Employees who are Active Employees. (v) Seller shall retain the responsibility ' for providing Employees who terminated employment with the relevant Company prior to the Closing Date (and their "qualified beneficiaries" within the meaning of Section 498OB of the Code) with the continuation of group health coverage required by Section 4980B of the Code. (vi) Buyer shall assume Seller's obligations and responsibilities under all collective bargaining agreements covering Employees. (c) Pension Plans. (i) Effective as of the Closing Date, Buyer shall amend an appropriate pension plan to be designated by Buyer (the "Buyer Pension Plan") to provide that (A) upon the transfer of assets referred to below, the service of Active Employees who participated in the Retirement Plan for Salaried Employees of ^Cyprus Minerals Company or the Cyprus Industrial Minerals Company Division Pension Plan for Yellowstone Mine Hourly Employees (the "Seller Pension Plans") shall be recognized for all purposes thereunder (including benefit accrual) to the extent such service was recognized under the relevant Seller Pension Plan and (B) upon such transfer, the accrued benefits under the Buyer Pension Plan of Active Employees who participated in either of the Seller Pension Plans shall in no event be less than their accrued benefits under such Seller Pension Plan as of the Closing Date. As soon as reasonably practicable, but in any event (unless both Buyer and Seller otherwise agree) within 1 9 0 days after the Closing Date, Seller shall cause to be ^transferred from the trusts under the Seller Pension Plans to the trust under the Buyer Pension Plan an amount in cash equal to the actuarial present value of the "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) as of the Closing Date of Active Employees who participated in either of the Seller Pension Plans, together with interest at the rate of 8)i% per annum from the Closing Date to the date of transfer. Determination of such actuarial present value shall be the Base Present rt z .a g t -32- CAMC-Greco-000523 )ACTED DOCUMENT Value, provided, however, that if the Alternate Present Value exceeds the Base Present Value by more than the actuarial present value shall be the Base Present Value plus 50% of the difference between the Alternate Present Value and the Base Present Value. As used herein, the "Base Present Value" shall mean the actuarial present value determined on the basis of the actuarial assumptions used in preparing the Cyprus Minerals Company Annual Report and 10K as of December 31, 1991 plus 10% of the actuarial present value so determined, and the "Alternate Present Value" shall mean the actuarial present value based on the actuarial assumptions used in preparing the Cyprus Minerals Company Annual Report and 10K as of December 31, 1 9 9 1 modified to (x) assume that a proportion of Employees will receive benefits upon termination or retirement under the lump sum option based upon the calculation practices currently used by Seller (including any non qualified supplements that may be applicable) and upon deferred (or immediate, if applicable) Pension Benefit Guaranty Corporation interest rates, and (y) base the proportion of Employees assumed to take the lump sum option on the actual experience under the Seller Pension Plans over the last two years, taking into account the age and service of the Employees at termination or retirement. Such actuarial present values shall be calculated as at the Closing Date by an actuary appointed by Seller and agreed to by an actuary appointed by Buyer, and shall be reduced by the amount or any benefit payments made with respect to Active Employees after the Closing Date but prior to the date of transfer. . .. . Pending completion of the transfers described i r J r 15 paragraPh (i), Seller and Buyer shall make arrangements for any required benefit payments to Employees from the relevant Seller Pension Plan, seller and Buyer shall provide each other with access .1 *vormation reasonably necessary in order to carry out the provisions of this Section. * coll , Effective as of the Closing Date, WindsLSrtio alen5 the tirement Plan for Employees of T Mnerals Corporation Represented by Cement Gypsum and Allied Workers Division of the therhood of Boilermakers International, A.F.L. - ^ 0,'T1cal lodge D449 (the "Windsor Plan") and Industrial Minerals Company Division Pension Forks FrS Plant Hourly Employees (the "Three such i-f1 S ?ake the Buyer the "plan sponsor" (as ther^mS" 1 1 3 oened in Section 3(16) (B) of ERISA reunder. Seller shall cause to be transferred, as -33- 1524 REDACTED DOCUMENT soon as reasonably practicable, but in any event (unless both Buyer and Seller, otherwise agree) within 180 days after the Closing Date, to a trust established by Buyer under the Windsor Plan and the Three Forks Plan, all assets attributable to such Plans held under the Cyprus Minerals Company Master Trust. , (iii) Seller shall continue to make contributions to these plans when due as required until the Closing Date. Buyer shall be responsible for making required contributions when due to these plans after the Closing Date. With respect to the Three Forks Plan and the Windsor Plan, the required contributions for 1991 and 1992 for purposes of this Agreement shall be the minimum required contribution under Section 412 of the Code as determined by an actuary appointed by Seller. Seller's share of the required contribution for 1991 will be the entire required contribution for 1991. Seller's share of the required contribution for 1992 shall be determined by multiplying the total required contribution for 1992 by the fractional portion of 1992 preceding the Closing Date. Buyer's share of the required contribution for 1992 shall be the total required contribution for 1992 minus Seller's share of the required contribution for 1992. if actual contributions to these plans by Seller exceeds Seller's share of the required contributions then Buyer shall reimburse Seller for the amount of such excess. If Seller's share of the required contributions exceeds Seller's actual contributions then Seller shall reimburse Buyer for the amount of such excess. (iv) Buyer shall assume Seller's liability under the Grand Island, Nebraska Multiemployer Pension Plan for Members of General Drivers and Helpers Local Union #544 Affiliated with the International Brotherhood of Teamsters AFL-CIO. (d) European Pension Liabilities. Buyer shall assume all liabilities and assets for all Benefit Plans listed on Schedule 5.14 that cover foreign employees o* the Companies or the European Companies. . , (e) _Buyer shall assume responsibility for all liabilities, including but not limited to severance benefit liabilities and any withdrawal liabilities, arising because of Buyer's actions or omissions regarding Seller's then former Employees after the Closing Date. Rtz .agt c a m reco-000525 -34- REDACTED DOCUMENT {f) Savinas Plan. (i) Effective as of the Closing Date, Buyer shall amend an appropriate savings plan to be designated by Buyer (the "Buyer Savings Plan") to provide that (A) the service of Active Employees who participated in the Cyprus Minerals Company Savings Plan and Trust (the "Seller Savings Plan") shall be recognized for all purposes thereunder to the extent such service was recognized under the Seller Savings Plan and (B) the account balances of such Employees which are transferred from the Seller Savings Plan to the Buyer Savings Plan in accordance' with this paragraph shall be fully vested at all times. As soon as reasonably practicable, but in any event (unless both Buyer and Seller otherwise agree) within 180 days after the Closing Date, Seller shall cause to be transferred from the Seller Savings Plan to the Buyer Savings Plan the liability for the account balances of Active Employees who participated in the Seller Savings Plan, together with assets the fair market value of which is equal to such liability. (ii) Pending the completion of the transfer described in paragraph (i), Seller and Buyer shall make arrangements for any required benefit payments to Employees from the Seller Savings Plan. Seller and Buyer shall provide each other with access to information reasonably necessary in order to carry out the provisions of this Section. (g) E-SOP. Seller shall take all necessary actions to provide that all Active Employees are fully vested in the amounts credited to their accounts under the Cyprus Minerals Company Amended and Restated Employee Stock Ownership Plan as of the Closing Date. _ (h) Indemnity. Seller agrees to defend, indemnify and hold harmless the Buyer Indemnitees against and in respect of any Damages caused by, resulting or arising from or otherwise relating to any Breach of any of Seller's responsibilities or obligations under this Section 7.4, and Buyer agrees to defend, indemnify and hold harmless the Seller Indemnitees against and in respect of any Damages caused by, resulting or arising from or otherwise relating to any Breach of any of Buyer's responsibilities or obligations under this Section 7.4. The obligations of this Section 7.4 shall survive the Closing Date without limitation as to time. For purposes of this paragraph (h), the terms Buyer Indemnitees, Damages, Breach and Seller Rt z. agt CAMC-GreCo-000526 -35- EDACTED DOCUMENT Indemnitees have the respective meanings ascribed thereto in Section 11.1. 7.5 Tax Matters. (a) Section 338 (h) (10) . Neither Buyer nor Seller nor any of their respective Affiliates shall make any election pursuant to Section 3 3 8 (h)(10) of the Code. Seller understands that. Buyer may make and may cause each member of its affiliated group (as defined in Section 338 (h) (5) of the Code) to join in a protective carryover basis election as provided for by regulations under Section 338(e) of the Code. With regard to this election, Seller will fully cooperate and join in the election, if necessary. (b) Liability for Taxes and Related Matters. (i) Liability for Taxes. Seller shall be liable for and indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included any of the Companies and Taxes resulting from any of the Companies ceasing to be a member of the Seller's Group) (a) imposed on Seller's Group (other than any Taxes described in the following clause (b) of the Companies for any taxable year) , (b) imposed on any of the Companies or for which any of the Companies may otherwise be liable (i) for any taxable year or period that ends on or before the Closing Date and, (ii) with respect to any taxable year or period beginning before and ending after the Closing Date, for that portion of such taxable year ending on and including the Closing Date. Except as set forth in (v), Seller shall be entitled to any refund of Taxes of any of the Companies received for such periods. (ii) Buyer shall be liable for and indemnify Seller for the Taxes of any of the Companies for any taxable year or period that begins after the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, for that portion of such taxable year beginning after the Closing Date. The Buyer shall be entitled to any refund of Taxes of any of the Companies received for such periods. (ii) Taxes for Short Taxable Year. For purposes of paragraphs (B)(i) and (B)(ii), whenever it is necessary to determine the liability for Taxes of any of the Companies for a portion of a taxable year or period that begins before and ends after the Closing rt z.agt -36- CAM' 1-000527 REDACTED DOCUMENT Date, the determination of the Taxes of any Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that such Company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iv) If, as a result of a challenge by any taxing authority to any transaction that had been treated as a tax-free transaction under Section 351 of the Code or any similar provision under state tax law, such taxing authority determines the adjusted tax basis in an asset of Newco, including the stock in any of the Other Companies, as of the Closing Date to be less than the Carryover Basis {as defined below), then Seller shall indemnify Buyer to the extent that the Carryover Basis of such asset would have produced greater tax benefits to Buyer. Payment under this paragraph shall be made at the time the adjusted tax basis in an asset of Newco is determined to be other than the Carryover Basis and shall equal the highest marginal corporate tax rate in effect on the Closing Date multiplied by the difference between the Carryover Basis and the redetermined adjusted tax basis; provided, however, that for the purpose of computing such payment, a reduction in the basis of one or more assets shall not be taken into account to the extent that the determination that resulted in a reduction in the basis of such assets also resulted in the increase in the basis in inventory, receivables or other current assets, or any asset that is amortizable, depreciable or depletable under the applicable tax law in effect on the date that such determination is made. As used herein, the term "Carryover Basis" means the adjusted tax basis in the asset as of December 31, 1991 reduced by any depreciation, depletion or other such allowance (or, in the case of stock in any of the Other Companies, by the adjustments provided for in Section 1.1502-32 of the income tax regulations) properly attributable to the period between December 31, 1991 and the Closing Date. (v) Adjustment to Purchase Price. Any payment by Buyer or Seller under this Section will be an adjustment to the Purchase Price. (vi) Refunds from Carrybacks. If Seller becomes entitled to a refund or credit of Taxes for any period for which it is liable under paragraph (B)(i) to RT Z .A G T -37- CAMC co-000528 REDACTED DOCUMENT indemnify Buyer and such refund or credit is attributable solely (or in part) to the carryback of losses, credits or similar items from either a taxable year or period that begins after the Closing Date or in the case of a taxable year or period that begins before and ends after the Closing Date, that portion of the taxable year or period that begins after the Closing Date (determined under the principles of paragraph (B) (iii) , and is attributable to any of the Companies, Seller shall promptly pay to the Buyer the amount of such refund or credit (or a pro-rata share of such refund or credit if due only in part to the carryback of such losses, credits or similar items) together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Buyer shall repay any amounts paid to it by the Seller pursuant to this paragraph and indemnify and hold harmless the Seller for any interest and penalties assessed against Seller by reason of the reduction or disallowance. Provided, however, that the preceding sentence shall not apply if the reduction or disallowance is caused by Seller's computational error. _ (vii) Returns. Seller shall file or cause to be filed when due all Returns with respect to Taxes that are required to be filed by or with respect to any of the Companies for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in respect to of such Returns, and Buyer shall file or cause to be filed when due all Returns with respect to Taxes that are required to be filed by or with respect to any of the Companies for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Returns. Each of the Companies shall retain an officer of Seller for the sole purpose of signing the Returns that Seller is required to file pursuant to this paragraph. Seller shall pay Buyer the Taxes for which Seller is liable pursuant to paragraph (B) (i) but which are payable with Returns to be filed by Buyer pursuant to the previous sentence not less than two business days prior to the due date for the payment of such Taxes. Buyer shall provide Seller with its then best estimate of these taxes 10 business days prior to the due date for payments of such Taxes. Notwithstanding the foregoing, with regard to taxes for periods that begin before but end after the Closing Date, Seller shall be entitled to reduce its payment under this paragraph to Buyer to the extent of the amount accrued by the Company making the payment on the Company's balance sheet as of the Closing Date. With regard to taxes for periods that begin before but end Rt 2.AGx 38- CAMC i-000529 REDACTED DOCUMENT after the C 1 osing Date, Buyer shall pay Seller, within rive^ (5) business days of making a payment for the applicable taxes ^to a tax authority, any amounts accrued on the Final Closing Statement of the Company making the payment, for the particular liability for tax, m excess of the applicable tax. (viii) Contest Provisions. Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its Affiliates or any of the Companies of m notice of any pending or threatened audit or assessment I!;' by any federal, state, local or foreign taxing authorities which may affect the tax liabilities of anv of the Companies for any periods for which Seller would i S w ? ? 113760 5 indemnify Buyer pursuant to paragraph (B)(i), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. Seller shall have the sole rx?-5 to r?P?e?ent any Company's interests in any tax audit or administrative or court proceedings relatinq to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its t.^?iWithstailding the forgoing, Seller shall "25J? 5ntltled to settle# either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or any of the Companies for any after t5e Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any or depreciation periods, the denial of amortization or depreciation deductions, or the 1038 0r credit: carryforwards) without the prior written consent of Buyer. Such consent shall not ? L TM rr 3nS ly withheld' and shall not bo necessary to the extent that Seller has indemnified the Buyer the ffects of any such settlement. Buyer the sole right to represent any Company's in any tax audit or administrative or court proceeding for any taxable year or period that begins after.the Closing Date. Neither Buyer nor any of the Companies may agree to settle any tax the ClosingthD*atpeorwthii?cnhomfaythb*e the sourbpjeecrtioodfonSing" n indemnification by Seller under paragraph (B)(i) without the prior written consent of Seller, which consent shall not be unreasonably withheld. _ iix) Termination of Tax AllooaMrm ^ 5 ^ allocation or sharing agreement or arrangement, whether or not written, that may have been ^Z.AGT -39- gco-000530 REDACTED DOCUMENT entered into by Seller or any member of Seller's Group and any of the Companies shall be terminated as to each of the Companies as of the Closing Date, and no payments which are owed by or to any of the Companies pursuant thereto shall be made thereunder. (c) Transfer Taxes. Seller and Buyer shall each be liable for one half the transfer, sales, use of other similar taxes arising under any state, local or foreign law from the sale of the Shares, including any real property transfer taxes. Buyer and Seller shall cooperate fully in making any payment, withholding any amount or filing any return or information which is required with respect to a transfer, sales, use or other similar tax described in the preceding sentence. The party responsible under state, local or foreign law for making such payment, withholding such amount or filing such return or information with respect to such transfer, sales, use or other similar taxes shall undertake to fulfill that responsibility; provided, however, that Seller must inform Buyer of any payment that must be made by Buyer, amount that must be withheld by Buyer or return or information that must be filed by Buyer with respect to such transfer, sales, use or other similar taxes. (3) Information to be Provided bv Buyer. With respect to the periods in 1992 prior to the Closing Date, Buyer shall promptly cause each of the Companies to prepare and provide to Seller a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of each of the Companies. Buyer shall cause the Tax Package described in this paragraph to be delivered to Seller by December 31, 1992. (e) Assistance and CoopAefrtaetrioCnl.osing Date, each of Seller and Buyer shall: _ t (i) assist (and cause their respective Affiliates to assist) the other party in preparing any v Returns or reports with such other party is responsible for preparing and filing in accordance with this Section; {ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding any Returns of any of the Companies; (iii) make available to the other and to any taxing authority as reasonably requested all .AGT rco-000531 -40- REDACTED DOCUMENT information, records, and documents relating to Taxes . of any f the Companies; ! (iv) provide timely notice to the other in . writing of any pending or threatened tax audits or assessments of any of the Companies for taxable periods for which the other may have a liability under this Section; and (v) furnish the other with copies of all correspondence received form any taxing authority in connection with any tax audit or information request with respect to any such taxable period. (f) Record Retention. Seller will continue to store and maintain the original copies of any federal, state, local or foreign tax return or report for any year still open for audit by any taxing authority for any period up to and including the taxable years or periods ending on or before the Closing Date and any work papers prepared exclusively for purposes of filing such returns. Seller will provide Buyer with copies of all such returns and work papers that have been prepared within 10 days after the Closing Date and with copies of subsequent returns and work papers as soon as possible after such returns and work papers are prepared. Seller will notify Buyer prior to the destruction of any records mentioned in this subsection (f) and provide Buyer with the option of continuing to store and maintain such records on its own behalf. (g) Survival of Obligations. The obligations of the parties set forth in this Section shall be unconditional and absolute and shall remain in effect without limitation as to time. 7.6 Insurance. To the extent that (i) there are third-party insurance policies maintained by Seller and its Affiliates {other than the Companies) ("Seller's Insurance Policies") insuring against any loss, liability, damage or expense relating to the assets, businesses, operations, conduct, products and employees (including former employees) of the business of any Company (all such losses, liabilities, claims, damages or expenses, regardless of the availability of insurance coverage, are herein referred to collectively as the "Business Liabilities") and relating to or arising out of occurrences prior to the Closing, and (ii) Seller's Insurance Policies continue after the Closing to Permit claims ("Claims") to be made with respect to such Business Liabilities relating to or arising out of occurrences prior to the Closing, Seller agrees to cooperate and cause such Affiliates to cooperate with Buyer and the Companies in submitting Claims on behalf of Buyer or such rTZ.AGT -41- CAM co-000532 REDACTED DOCUMENT companies under Seller's Insurance Policies with respect to such Business Liabilities relating to occurrences prior to the Closing. ( 7 *7 Books and Records. Except for tax records covered in Section 7.6(f), Buyer will, and will cause each Company to, for a period of six years after the Closing, retain all books, records and other documents pertaining to the businesses of the Companies in existence on the Closing Date and to make the same available after the Closing Date for inspection and copying by Seller or any Affiliate of Seller at Seller's expense during the normal business hours of Buyer or such Company, as applicable, upon reasonable request and upon reasonable notice. Without limiting the generality of the foregoing, Buyer will, and will cause each Company to, make available to Seller, the Affiliates of Seller and their respective representatives all information deemed necessary or desirable by Seller or such Affiliates in preparing their respective financial statements and Tax returns and conducting any audits in connection therewith. 7.8 Announcements. Prior to the Closing, neither Seller nor Buyer will issue any press release or otherwise make any public statement with respect to this Agreement the transactions contemplated hereby without the prior written consent of the other (which consent shall not be unreasonably withheld), except as may be required by applicable law, stock exchange regulation or in connection with Buyer obtaining the approval of its shareholders. Interim Use of Names. Except as provided in this Section 7.9, no interest in or right to use the name Cyprus" or any derivation or logo thereof is being transferred hereunder. The parties agree that Buyer shall, as promptly as practicable but in any event within fortytive (45) days following the Closing Date, file an amendment ith the appropriate authorities to eliminate the name Yprus form the name of each Company, and within one year oiiowing Closing Date, remove or obliterate all such trade . ames, trademarks and logos from all signs, purchase orders, invoices, sales orders, packaging stock, labels, letterheads, shipping documents and other materials used by i-h any ?f its Affiiiates (including but not limited to e Companies). For a period of sixty (60) days after the ^losing Date, Buyer and its Affiliates (including the mpanies) may continue to use any purchase orders, wuY?-ces' sales orders, letterheads or shipping documents ffirn bear the name Cyprus, provided that after such sixty nrn days' Period# Buyer and its Affiliates (including the ir" P ^ e s ) shall cease to use (i) any purchase orders, ex, s a l e s orders, letterheads or shipping documents isting on the date hereof, which bear the name "Cyprus" or RtZ.AGT -42- CAM 1-000533 REDACTED DOCUMENT F any name confusingly similar thereto, without first .... obliterating or covering such name, mark or logo, or (1 1 ) any such materials not in existence on the Closing Date which bear such name, mark or logo. Except to the extent contemplated above, Buyer will not, and will cause each of its Affiliates (including but not limited to the Companies) not to, misappropriate, misrepresent or otherwise infringe, abuse or diminish the value of said names. 7.10 No Shopping. Between the date hereof and the earlier of the Closing Date and the termination of this Agreement, neither Seller nor any of its Affiliates shall, directly or indirectly, through any officer, director or agent or otherwise, in any manner solicit, initiate, encourage, or participate in any negotiation in respect of or cooperate with any person making an Acquisition Proposal (as herein defined). The term "Acquisitions! Proposal" means any proposal for a merger with the Companies or for the acquisition of all or substantially all the assets of the Companies or the Shares. 7.11 Computer Technology and Other Interim services. For a period not to exceed six months following the Closing, Seller will provide to the Companies such computer services of the types and of substantially the same standard of service that Seller has provided prior to the date hereof, as and to the extent Buyer shall require, at Seller's cost. Buyer shall only be billed for such services to the extent Seller's cost for such services exceeds Buyer shall be responsible for obtaining all required software licenses that are necessary for Seller to provide such computer services to the Companies after Closing. Buyer shall be responsible for all costs associated with obtaining the software licenses required by the Companies and for all costs associated with establishing such computer services separate form Seller's processing systems to provide for adequate security, efficient processing, and transfer of historical data as may be required by Buyer. Nothing herein shall prevent Buyer from contracting directly with Seller's computer services vendor. Buyer, Seller and the Companies, shall use reasonable efforts to minimize data processing costs including costs associated with the utilization of transitional operational systems and software packages. Other transitional support services provided to Buyer and the Companies by Seller after the dosing will be performed at Buyer's expense but at an amount equal Seller's cost. 7.12 Barite Tolling Agreement. For as long as the Companies operate the Houston Mill lease, or for a roaximum of one year from the Closing, if the operation continues after such one year period, Buyer shall provide to RTZ .AGT -43- 1-000534 :d a c t e d d o c u m e n t Seller reasonable barite toll grinding services at the Houston Mill on negotiated fair market value terms. Buyer shall provide Seller, and a purchaser and subsequent purchaser of Seller's facilities to the extent of using it only with respect to such facility, with a non-assignable perpetual, royalty free license to utilize the Nichols ? classifier technology. Best Efforts. Subject to the terms and conditions herein provided, each of Buyer and Seller agree to cooperate and to use their respective best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, obtaining consents under all contracts and agreements, requiring consent to be assigned to Buyer. 7*14 Covenant Not to Compete. (a) Subject to Seller's right to engage in the barite business, for a period of five years after the Closing, Seller will not, and will cause each of its Affiliates not to engage in any talc business that directly, or indirectly, competes with the businesses of the Companies, as conducted on the Closing Datei provided, however. that nothing contained in this Section 7.14(a) shall prohibit Buyer or any of its Affiliates from acquiring any company or business which has, as a non-primary business, a barite business. (b) For a period of five years after the Closing, Buyer will not, and will cause each of its Affiliates not to engage in any barite business that directly, or indirectly, competes ^with the barite business of Seller, as conducted on the Closing Date; provided, however, that nothing contained Section 7.14 (b) shall prohibit Buyer or any of its Affiliates from acquiring any company or business which has, as a non-primary business, a barite business. (c) After the Closing, Seller will not, and will cause each of its Affiliates not to, utilize the trade secrets to be transferred to Buyer pursuant to this Agreement to engage in any business that directly, or ndirectly, competes with the businesses of the Companies, r disclose to any Affiliate or any other person any such trade secrets or, within five years after the Closing, any her confidential information relating to the Companies or ts properties, except that Seller may make disclosures, ter consultation with Buyer, as required by law or c o n f - ^ 16 rules of a stock exchange. It is understood that ontidential information does not include information which s or becomes publicly available without Seller's fault. ^t z .a gt sco-000535 -44- REDACTED DOCUMENT (d) For a period of three years after the Closing Date Seller will not and will cause each of its Affiliates nnt to except with Buyer's prior written consent (which consent shall not be unreasonably withheld) , hire or employ, 0r solicit the hiring or employment of, any employee of the C om panies. (e) Seller and Buyer agree that, if any provision of this Section 7.14 should be adjudicated to be invalid or unenforceable, such provision shall, to the extent permitted by law, be deemed deleted herefrom with respect, and only with respect, to the operation of such provision in the particular jurisdiction in which such adjudication was made; provided, however. that to the extent and such provision may be made valid and enforceable in such jurisdiction by limitation of the scope of the activities, geographical area or time period covered. Seller and Buyer agree that such provision instead shall be deemed limited to the extent, and only to the extent, necessary to make such provision enforceable to the fullest extent permissible under the laws and public policy applied in such jurisdiction. 7.15 Nihon Mistron. Pursuant to the Agreement of Transfer and Assumption dated June 5, 1992 between Seller and Newco, Seller has agreed to transfer to Newco, its record and beneficial ownership of ^ ^ | o f the issued and outstanding shares of Nihon Mistron company. If Seller is unable to transfer such shares to Newco because the otherparties in the joint venture exercise their preemptive right to purchase such shares, the proceeds from such sale shall immediately be delivered to Buyer. 7.16 Hamm Underground Mine Property. The parties have agreed that Seller shall retain title to the Hamm Underground Mine Property and shall be responsible for all costs associated with any required cleanup of such property. Any required cleanup shall be performed as soon as _ reasonably practicable. At such time as such property is in material compliance with all applicable Environmental Laws, Buyer shall have the option to purchase such property for one dollar in cash. . 7.17 Buyer's Insurance. For as long as Seller may be liable to indemnify Buyer pursuant to this Agreement, Buyer agrees to maintain business interruption insurance for the Companies in a manner and amount reasonable for a Company engaged in the same business as the Companies in the same area. rt z . a g t CAMC-Greco-000536 -45- REDACTED DOCUMENT ARTICLE 8 CONDITIONS PRECEDRNT OF SELLER The obligation of Seller to consummate the transactions described in Article 2 hereof is subject to the fulfillment of each of the following conditions prior to or at the Closing: 8.1 Representations and Warranties. The representations and warranties of Buyer made hereunder shall be true in all material respects at and as of the Closing Date, with the same force and effect as though made at and as of the Closing Date, except for changes permitted or contemplated by this Agreement and except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true in all material respects as of such date. 8.2 Agreements. Buyer shall have performed and complied in all material respects with all its undertakings and agreements required by this Agreement to be performed or complied with by Buyer prior to or at the Closing. 8.3 Buyer Certificate. Seller shall have been furnished with certificates of an authorized officer of Buyer, dated the Closing Date, certifying to the effect that the conditions contained in Sections 8.1 and 8.2 have been fulfilled. 8.4 No Injunction. No injunction, restraining order or decree of any nature of any court or governmental or regulatory authority shall exist against Buyer, Seller, Cyprus, any Company or any of their respective Affiliates, or any of the principals, officers or directors of any of them, that restrains, prevents or materially changes the transactions contemplated hereby. 8.5 Consents. All material consents, approvals and authorizations of governmental and regulatory authorities, and all material filings with and notifications governmental authorities and regulatory agencies or other eatities which regulate the business of Seller, any Company or Buyer, necessary on the part of Seller, any Company or Buyer, or their respective Affiliates, to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been obtained dr effected (and all applicable waiting periods, if any, ^-deluding any extensions thereof, tinder any applicable law, statute, regulation or rule, including but not limited to he HSR Act shall have expired or terminated, as ,aPPlicable) . STz .AGT -46- CAM 1-000537 REDACTED DOCUMENT 8.6 Miscellaneous Closing Deliveries. Seller shall have received such evidence as Seller may reasonably request in order to establish (i) the power and authority of Buyer to consummate the transactions contemplated by this Agreement and (ii) compliance with the conditions of Closing set forth herein. ARTICLE 9 CONDITIONS PRECEDENT OF BUYER The obligation of Buyer to consummate the transactions described in Article 2 hereof is subject to the fulfillment of each of the following conditions prior to or at the Closing: 9.1 Representations and Warranties. The representations and warranties of Seller and Cyprus made hereunder shall be true in all material respects at and as of the Closing Date, with the same force and effect as though made at and as of the Closing Date, except for changes permitted or contemplated by this Agreement and except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true in all material respects as of such date; provided that Buyer may not invoke this Section 9.1, unless the untruthfulness of the representations and warranties in the aggregate constitute a material adverse change, or unanticipated and undisclosed material liability previously unknown to Buyer which would have a material adverse effect, on the talc business of the Companies as a whole. 9.2 Agreements. Seller shall have performed and complied in all material respects with all of its undertakings and agreements required by this Agreement to be performed or complied with by it prior to or at the Closing; provided that Buyer may not invoke this Section 9.2, unless the non-compliance, in the aggregate would have a material adverse effect, on the talc business of the Companies as a whole. _ 9.3 Seller Certificate. Buyer shall have been furnished with a certificate of an authorized officer of Seller, dated the Closing Date, certifying to the effect that the conditions contained in Sections 9.1 and 9.2 have been fulfilled. 9.4 No Injunction. No injunction, restraining order or decree of any court or governmental or regulatory authority shall exist against Buyer, Seller, Cyprus, any rT2.A Q T -47- can Co-000538 REDACTED DOCUMENT Company or any of their respective Affiliates, or any of the principals, officers or directors of any of them, that restrains, prevents or materially changes the transactions contemplated hereby. 9.5 Consents. All material consents, approvals and authorizations of governmental and regulatory authorities, and all filings with and notifications of governmental authorities and regulatory agencies or other entities which regulate the business of Seller, any Company or Buyer, necessary on the part of Seller, any Company or Buyer, or their respective Affiliates, to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been obtained or effected (and all applicable waiting periods, if any, including any extensions thereof, under any applicable law, statute, regulation or rule, including but not limited to the HSR act shall have expired or terminated, as applicable); provided that Buyer may not invoke this Section 9.5 unless the failure to obtain or effect such consents, approvals and authorizations, in the aggregate would have a material adverse effect, on the talc business of the Companies as a whole. 9.6 Miscellaneous Closing Deliveries. Buyer shall have received such evidence as Buyer may reasonably request in order to establish (i) the power and authority of Seller and Cyprus to consummate the transactions contemplated by this Agreement and (ii) compliance with the conditions of Closing set forth herein. 9.7 Newco Closing. The Closing of the transactions contemplated in the Agreement of Transfer and Assumption dated June 5, 1992 between Seller and Newco shall have occurred to Buyer's reasonable satisfaction. 9.8 J&J Non-Termintion. Johnson & Johnson Consumer Products, Inc. ("J&J") shall not have given notice of termination to Cyprus or its Affiliates or to Buyer pursuant to the Talc Supply Agreement by and between Windsor Minerals Inc. and J&J, dated January 6, 1989. ARTICLE 10 SURVIVAL OF REPRESENTATIONS ___________AND WARRANTIES____________ 10.1 Survival, of Representations and Warranties. (a) Except as specified in Section 10.1(b) hereof, all representations and warranties of Seller and RTZ .AGT -48- can sco-000539 R DACTED DOCUMENT v Cyprus included or provided for herein or in any schedule or in any certificate or other document delivered pursuant to this Agreement shall survive fora period of one year after the Closing Date and shall thereafter expire except with respect to breaches and violations theretofore specified, in writing in accordance with Section 11.5, to Seller by Buyer, the Companies or their successors. (b) The representations and warranties contained in Sections 5.1, 5.3, 5.4 and 5.13 of this Agreement shall survive the Closing Date until the expiration of the limitation period under the applicable statutes of limitations (or any extensions thereof) and thereafter shall expire except with respect to breaches or violations theretofore specified, in writing in accordance with Section 11.5, to Seller by Buyer, the Companies or their successors. The representations and warranties contained in Section 5.16 of this Agreement shall survive for a period of thirty (30) months after the Closing and shall thereafter expire except with respect to breaches or violations theretofore specified, in writing in accordance with Section 11.5, to Seller by Buyer, the Companies or their successors. ARTICLE 11 INDEMNIFICATION , 11.1 Indemnification of Buyer and its Affiliates. Subject to Section 11.4, Seller and Cyprus, jointly and severally, agree to defend, indemnify and hold harmless Buyer, its Affiliates and its successors and assigns (individually, a "Buyer Indemnitee", and collectively, the "Buyer Indemnitees") against and in respect of: (a) any and all losses, claims, damages, liabilities, costs and expenses ("Damages") caused by, resulting or arising from or otherwise relating to (i) any failure by Cyprus or Seller to perform or otherwise fulfill or comply with any provision of this Agreement; (ii) any breach or violation ("Breach") of any representation or warranty of Cyprus or Seller hereunder, or (iii) any third party arising out of or relating to the operation of the businesses of any of the Companies or either of the European Companies prior to the Closing as to which Buyer has given written notice to Seller within one year of the Closing Date, excluding, however, any such third party claim (x) for which a Buyer Indemnitee would be entitled to indemnification pursuant to Sections 11.1(a)(i), (ii) or (b), in each case disregarding the limitations set forth in Section 11.4, (y) regarding any environmental RTZ.agt -49- :o-000540 REDACTED DOCUMENT matter covered in Section 11.3, disregarding the limitations set forth in Section 11.3, or (z) for which Buyer is responsible under Section 7.4. ^ (b) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgements, costs and expenses, including reasonable attorneys' fees, directly relating to such indemnification. 11-2 Indemnification nf Sell g-r and ita Affiliates. Subject to Section 11.4, Buyer agrees to defend, indemnify and hold harmless Seller and Seller's Affiliates, and their respective successors and assigns (individually, a "Seller Indemnity". and collectively, the "Seller Indemnitees") against and in respect of: (a) any and all Damages caused by, resulting or arising from or otherwise relating to (i) any failure by Buyer to perform or otherwise fulfill or comply with any provision of this Agreement, or (ii) any Breach of any representation or warranty of Buyer hereunder; (b) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, directly relating to such indemnification. 11.3 (a) Environment Indemnification. Subject toSection 11.3(c), and except to the extent disclosed in Schedule 11.3 or to the extent Dr. Graham B. Lawson, J . Stevenson, Richard Gaunt or John Paulson has actual knowledge on the date hereof of a matter that would give rise to a valid claim under (ii) , (iii) or (iv) below, to **** claim, specifying in reasonable t? tJle extent known, made by Buyer within thirty (30) months of the Closing Date, Seller and Cyprus shall jointly and severally indemnify and hold Buyer Indemnitee harmless rrom and against any and all damages, losses, liabilities, claims' costs and expenses (including, without removal costs, remediation costs, fines, exPenses of investigation and on going Coring, and reasonable attorney's fees) ("Losses") f ^directly based upon, arising out of, resulting 5e^aiing to (i) ^ action taken by Seller with li the Hamm Underground Mine Property or any under Environmental Law relating to a present vini ^n at the Hainm Underground Mine Property, (ii) any Drii* n of any Environmental Law by the Companies or their amarn-CesSOrs or any ^ts employees, representatives, Comnar! r anT other Person or entity acting on behalf of the l?m?? prior to the losing (including, without ation, any failure to obtain or comply with any permit, Rt z . agt -50- reco-000541 :d a c t e d d o c u m e n t license or other approval or authorization under the provisions of any Environmental Law), (iii) any and all liabilities under any Environmental Law arising on or prior to the Closing out of or otherwise in respect of any act, omission, _event, condition or circumstance occurring or existing in connection with the Companies or the properties owned or operated by the Companies or their predecessors at any time prior to the Closing (including, without limitation, liabilities relating to investigation, removal, remediation, containment, cleanup or abatement of the presence, Release or threatened Release of any Hazardous Substance, whether on-site or off-site) and (iv) any and all expenditures required to be incurred by the Companies (x) to enable them to operate in compliance with all applicable Environmental Laws and (y) to repair and restore all damage to any building, land or property of the Companies arising out of or relating to the removal, remediation, cleanup or abatement of the presence of any Hazardous Substance in violation of any Environmental Law existing on or prior to the Closing in connection with the Companies or the properties owned or operated by the Companies or their predecessors at any time prior to the Closing; provided, however, that neither Cyprus nor Seller shall have any liability pursuant to this Section 11.3(a) for claims brought by private individuals where there is no violation or liability under any Environmental Law. The indemnity provided in this Section 11.3 shall be without regard to any purported availability of insurance. (b) If any governmental authority (whether federal, foreign, state or local) or if any Environmental Law shall require Buyer or any company to effect or take any removal, remedial, corrective or similar actions ("Remedial tion"), or if any third party makes any other claim which is to be the basis of a claim for indemnification under section 11.3 ("Other Environmental Claim"), then Buyer shall prior to taking any Remedial Action or having discussions with or reporting to the governmental authority (except in situations requiring immediate action under the applicable environmental Law or emergency situations to preserve life or property) give prompt written notice to Seller of the qo??lred Remedial Action or the Other Environmental Claim. Seiler, at its option, by notice to Buyer given within cnirty (30) days of Buyer's notice to Seller of the Remedial ^ ? " ,or Other Environmental Claim (or such shorter periods pecifrd in Buyer's notice if the ordering governmental gency requires that action be taken more promptly than such r p a ty *30* day notice period would allow, or if Buyer thp8011^ ^ determines that the existing condition which is Cla 1au^3ect of the Remedial Action or Other Environmental th-i^ re<3uires that action be taken more promptly than such (30) day period would allow) shall (i) assume control ^TZ .AGT -51- ico-000542 REDACTED DOCUMENT of and effect such Remedial Action or defend such Other Environmental Claim at its cost and expense, or (ii) permit Buyer to control and effect such Remedial Action or defend such Other Environmental Claim at Seller's cost and expense. Any and all costs and expenses incurred or paid by Seller or by Buyer on Seller's account hereunder shall be considered within the term Losses and be subject to the limitations set forth in Section 11.3(c). Buyer and Seller shall cooperate with each other and shall have a right to participate in discussions with applicable government authorities in effecting any Remedial Action with a view toward promptly completing any Remedial Action, minimizing the disruptive effect of any Remedial Action on the conduct of the businesses of the Companies, avoiding the incurrence of additional environmental liabilities with respect to the existing condition as to which the Remedial Action is taken and performing any Remedial Action at the lowest reasonable cost. All Remedial Action performed by Buyer shall be performed at the lowest reasonable cost, taking into consideration the matters set forth in the preceding sentence, and subject to audit by Seller. Costs in excess of such lowest reasonable cost shall be for Buyer's account. Seller may not settle or compromise any claim by any governmental authorities relating to a Remedial Action or Other Environmental Claim, without Buyer's prior written consent (which consent may not be unreasonably withheld) . if Seller elects to assume control of a Remedial Action, Buyer shall provide Seller reasonable access to the relevant properties to allow Seller to complete such Remedial Action. Buyer shall, at Seller's expense, provide reasonable access to the properties of the Companies, to the extent reasonably required by Seller in order for Seller to take Remedial Action with respect to the Hamm Underground Mine Property, provided that such access shall not have any disruptive effect ^on the businesses of the Companies or e;xpose the companies to any potential material liability. _ (c) With respect to the operating sites of the tonpanies set forth on Section 11.3(a), Seller and Cyprus' for,Asses' pursuant to Section 11.3(a) shall not anY liability for closure costs or reclamation , collectively shall not in the aggregate exceed an unt^equal to the Purchase Price; provided, however, that claim for any single item may be made under this Section ^^^^jualess and until the amount of such claim exceeds in which case Seller and Cyprus shall be liable for lim-iH amount of such claim subject to the aggregate Comri ?tated above. With respect to the sites of the mpaniesnot set forth on Schedule 11.3A, Seller and shall3 Liability for Losses pursuant to Section 11.3(a) cost-a lnclude all liabilities for closure and reclamation s' anc* shall not be limited to any amount; provided, rtz .agt -52- :o-000543 REDACTED DOCUMENT however, that not claim for any single item may be made under this Sectior^l^.3 unless and until the amount of such claim exceeds in which case Seller and Cyprus shall be liable for the whole amount of such claim; provided, farther, howeverf that if the cost of any Remedial Action on such property is clearly shown, by Seller or Cyprus to the reasonable satisfaction of Buyer, to be in excess of its fair market value, Seller or Cyprus shall instead of taking such Remedial Action have the option to reacquire such property from Buyer for one dollar and shall be solely liable for any costs associated with such property. 11 4 Limitations on Indemnifications. The provisions for indemnity under Sections 11.1 (a)(i),(ii) and (b) and 11.2 shall be effective only when the aggregate amount of all claims for which Seller and Cyprus, on the one hand, or Buyer, on the other hand, is liable under Sections ll.l(a) (i), (ii) and (b) or 11.2, respectively, exceeds $500,000, in which case such Indemnifying Party or Parties shall be liable for all such amounts; provided. however. that in no event shall either Buyer, on the one hand, or Seller and Cyprus collectively, on the other hand, be liable fo^mor^than an amount in the aggregate equal to all claims made against it or them under Sections 11.1(a) (i) , (ii) and (b) or 11.2, respectively; provided, further, however, that no claim for any single item may be made, nor shall Seller and Cyprus, on the one hand, nor Buyer,on the other hand, be liable, under Sections ll.l(a) i), (ii) and (b) or 11.2, respectively, if the amount of such claim is less than provided, further, however, that no claim may be made for indemnity to the extent the Indemnitee and reasonably, and does actually recover pursuant to an existing business interruption insurance. Notwithstanding other provisions of this Section ii.4, the limitations set forth in this Section 1 1 . 4 do not j^PPly to any claims by Buyer Indemnitees against Seller or for liabilities or obligations (including costs , .. .expenses associated therewith) arising out of any litigation or claims listed on Schedule 5.9. c 11*5 Claims,. Any claim for indemnity under 11*1 or 11*2 hereof shall be made by written notice Tef! ln<ieinnitee to the Indemnifying Party specifying in ot.h hable detail the basis of the claim. Except as Provided herein, when an Indemnitee seeking of^ Ration under Section 11.1 or 11.2 receives notice whioh .claims "ade by third party ("Third Party Claims") herpil t0 136 t*ie ^asis for a claim for indemnification ther per' t*ie ladaroaitee shall give prompt written notice the t0 tlle Indemnlfying Party reasonably indicating (to extent known) the nature of such claims and the basis RTz .agt -53- ireco-000544 )ACTED DOCUMENT Ithereof. Upon notice from the Indemnitee, the Indemnifying Iparty may, but shall not be required to, assume the defense |bf any such Third Party Claims, including its compromise or ^settlement, and the Indemnifying Party shall pay all Jreasonable costs and expense thereof and shall be fully ^responsible for the outcome thereof; provided, however. that fin such case, the Indemnifying Party shall have no ^obligation to pay any further costs or expense of legal ^counsel of the Indemnitee in connection with such defense land, provided, however, that the Indemnifying Person may not (settle or compromise any Third Party Claims without the ilndemnitee's prior written consent (which consent shall not the unreasonably withheld) . The Indemnifying Party shall give notice to the Indemnitee as to its intention to assume `the defense of any such Third Party Claims within twenty (20) business days after the date of receipt of the indemnitee's notice in respect of such third Party claims. ^ if an Indemnifying Party does not, within twenty (20) | business days after the Indemnitee's notice is given, give notice to the Indemnitee of its assumption of the defense of the Third Party Claims, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnitee assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section 11.5, the Indemnifying Party shall pay all reasonable costs and expenses of such defense and shall be fully responsible for the outcome^thereof. The Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consent (which consent shall not be unreasonably withheld) . 11.6 Survival. Notwithstanding anything in this Agreement to the contrary, this Article 11 shall survive termination of this Agreement without limitation as to time. ARTICLE 12 MISCELLANEOUS i?*1 . g a t h e r Assurances. From time to time r t^ie Closing, Seller will execute and deliver, or cause B e executed and delivered, such documents to Buyer as reasonably request in order to vest more reCt:Lvely in Buyer 9od title to the Shares or otherwise consummate more effectively the transactions contemplated by Bnv A9reement' and from time to time after the Closing, yer will execute and deliver, or cause to be executed and delivered, such documents to Seller as Seller shall th<aS?natlly request in order to consummate more effectively transactions contemplated by this Agreement. RTZ.AGT -54- co-000545 EDACTED DOCUMENT 12.2 Expenses. Each of the parties hereto shall I pay t*1 fees and expenses of its respective counsel, | accountants and other experts and shall pay all other | expenses incurred by it in connection with the negotiation, | preparation and execution of this Agreement and the ' consummation of the transactions contemplated hereby, seller shall pay all expenses, including, without | limitation, all taxes, duties and registration fees, I incurred by it or the Companies in connection with the | restructuring of the talc business of Seller and its | Affiliates, including, without limitation, those relating to I the creation of Newco. 12 *3 Applicable Law. This Agreement shall be governed byt f, and const4- rv mu* ed in-__ accordance_____________ t .. wit t, hi , the _law of the State of ^New York without reference to choice of law principles, including all matters of construction, validity and performance. 12.4 Notices. All notices, requests, permissions, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given if signed by the respective persons giving them (in the case of any corporation the signature shall be by an officer thereof) and delivered by hand, or by United States mail (registered, return receipt requested), properly addressed and postage prepaid: If to Seller or Cyprus, to: Cyprus Mines Corporation 9100 East Mineral Circle P.O. Box 3299 Englewood, Colorado 80155 Attention: President With copy to: Cyprus Mines Corporation 9100 East Mineral Circle P.O. Box 3299 Englewood, Colorado 80155 Attention: General Counsel RTZ America, Inc. 150 East 58th Street New York, New York 10155 Attention: President -55- "SETT REDACTED DOCUMENT With copy to: Borax Consolidated Limited Borax House Carlisle Place London SW1P 1HT Attention: Mr. P. Alan S. Lesser RTZ Corporation PLC 6 St. James's Square London SW1Y 4LD Attention: Charles H.H. Lawton Esq. Sullivan & Cromwell St. Olave's House 9a Ironmonger Lane London EC2V 8EY Attention: David M. Kies, Esq. Such names and addresses may be changed by such notice. 12.5 Entire Agreement. This Agreement (including the Schedules attached thereto, all of which are a part hereof) and the Confidentiality Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein, supersedes and cancels all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter. 12.6 Amendments. This Agreement may be amended only by a written instrument executed by the parties or their respective successors or assigns. 12.7 HeadingsReferences. The article, section and paragraph headings and table of contents contained in this Agreement are for reference purposes only and shall not he affect in any way the meaning or interpretation of this Agreement. All references herein to "Articles", "Sections", or "Schedules" shall be deemed to be references to Articles or Sections hereof and Schedules hereto unless otherwise indicated. 12.8 Counterparts. This Agreement may be executed in one or more counterparts and each counterpart snail be deemed to be an original. 12.9 Parties in Interests Assignment. This y eement shall inure to the benefit of and be binding upon rt z .Agt -56- 100547 REDACTED DOCUMENT Seller Cyprus and Buyer and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any Person not a party to this Agreement any rights or remedies under or by reason of this Agreement. No party to this Agreement my assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement; provided. however, that Seller shall have the right to assign or delegate any portion of its rights, obligations or liabilities hereunder to any Affiliate of Seller, so long as Seller and Cyprus shall remain fully liable of the fulfillment of all of its obligations and liabilities hereunder; and provided. further, that Buyer shall have the right to assign or delegate any or all of its rights, obligations or liabilities hereunder to any Affiliate of Buyer, so long as Buyer shall remain fully liable for the fulfillment of all of its obligations hereunder. i^.lO Severability? Enforcement. The invalidity of any portion hereof shall not effect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. . . . 12-11 Jurisdiction. Buyer, Seller and Cyprus hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the state and federal courts located m the Borough of Manhattan, The City of New York, suits, or proceedings arising out of or tllia Agreement and the transactions contemplated a. iand Buyer, Seller and Cyprus agree not to commence ctlon' suit or proceeding relating thereto except in csnTmnCOUrts ' an<* further agree that service of any process, ariri-roo3' nt^ce or document by U.S. registered mail to its Cr 38 st forth above shall be effective service of in an!Sn0 u y action, suit or proceeding brought against it co^rt * Buyer, Seller and Cyprus hereby l a v i anc* anconditionally waive any objection to the out n? r,ve!iue of any action, suit or proceeding arising he-rev, . 13 Agreement or the transactions contemplated herebv fuCh ?tate or federal courts as aforesaid and aqreeyr.lir!rller-,irrevcably. and unconditionally waive and action o Plead or claim in any such court that any such been Vil su?;t ?r Proceeding brought in any such court has brought m an inconvenient forum. Rt z .agt >-000548 57- REDACTED DOCUMENT 12.12' Waiver. Any of the conditions to Closing get forth in this ^Agreement may be waived at any time prior to or at the Closing hereunder by the party entitled to the benefit thereof. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be waiver of any such provision, nor in any way to affect the validity of this Agreement of any part hereof or the right of such party thereafter to enforce each and every such provisions. No waiver of any breach or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. 12.13 Interest. If any party to this Agreement defaults in the payment when due of any sum payable under this Agreement (whether determined by agreement or pursuant to an order of a court or otherwise), the liability of such party shall be increased to include interest on such sum form the date when such payment shall be due until the date of actual payment at a rate per annum (but not in excess of the maximum lawful rate) of three percent above the rate for three-month deposits in the London interbank market in the currency of payment, as announced by Citibank N.A. as of 11:00 a.m., London time, on the date when such payment shall be due. &TZ.AGT :o-000549 -58- REDACTED DOCUMENT IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. CYPRUS MINES CORPORATION By P. C. Wolf Title: President CYPRUS MINERALS COMPANY Bv G. J. Malvs Title: Senior Vice President and Chief Financial Officer RTZ AMERICA INC. Bv Arthur L. .Glass Title: President _AGT rrco-000550 -59- REDACTED DOCUMENT 5 CAMC-Greco-000551 REDACTED DOCUMENT ANNEX A C YPR U S IND U STR IA L M IN E R A LS BALANCE SHEET DECEM BER 3 1 .1 9 9 1 TALC O N LY Aaaeta =r = 3 M la s a C u rre n t A aaeta Cash on Hand C ash in Banks ' ' C ash and Equivalents Accounts R eceivable Trade Accounts R eceivable - Trade Allowance Accounts R eceivable M iscellaneous Accounts R eceivable M iscellaneous - Allowance Accounts Receivable State Income Tax Accounts Receivable Em ployees/Agents Royalties Receivable A /R N et Inventories - C ru d e @ Standard -- Finished Qooda @ Standard O verhead in Inventory ' Inventory Reserve -- Standard to Actual Product Inventory M aterials and S upplies Inventory M aterials and S upplies Inventory - Reserve M aterials and S upplies Inventory P repaid Taxes P repaid Insurance P repaid Expenses O ther O th e r Deferred C urrent Assets P repaid Expenses T otal Current Assets Land Cost Land Leeae/Rights M iscellaneous M ine Developm ent D epreciable Assets Construction In Process Excess Coet Land Lesss/R ^hts Accum ulated Depreciation M ine D evelopm ent Accum ulated Depredation D ep r Assets Accum ulated Depredation Excess Coet Accum ulated Amortization N stP P & E Equity Basis Investm ents N on current Receivable N oncurrent Receivables - Allowance A cquired Value o f Purchase Contract Noncurrent Pre--Acquisition Cost N oncurrent Patents N oncurrent Assets -- O ther Investm ents & O ther Assets Total Asaeta CAMC-Greco-000552 REDACTED DOCUMENT L a b ilitie s & S h a re h o id e r's E quity C u rra n t Liabilities C u rra n t Portion L o n g T erm D eb t - N ow Fane Accounts Payable T rada Accounts Payable O th er PR Deductions - Savings R an -- U n io n W ithholding - Insurance Withholding -- Garnishm ents - O ther Accounts Payable Accrued Payroll Accrued Bonuses Accrued Vacations & Holidays Accrued Medical Ineurance Accrued Dental Insurance Accrued W orkers' Com pensation Accrued Benefit Contributions Accrued Royalties Accrued Com m issions Accrued Freight O ther Accrued Liabilities ' Accrued Liabilitee Sales & Use Tax P ayable O ther Taxes Payable Property Tax Payable Payroll Taxes - Em ployer Contribution Payroll Deductions - Tax Withholding S tats Incom a Tax P ayable Taxes Payable Total Current Liabilities Long Term Debt -- N ew Fans Deferred Foreign Incom e Tax Land Reclamation Reserve O ther Noncurrent Liabilities M inority Interest O ther L o n g -T erm Liabilities Intercom pany Shareholders' Equity Retained Earning# Foreign Currency Translation T otal Shareholders' Equity Total Liabilities & Equity CAMC-Greco-000553 REDACTED DOCUMENT .. n irti. iw iiN trtA L o IN C O M E S TA TE M E N T F O R T H E YEA R E N D E D 1 2 /3 1 /9 1 Revenues Talc Sales Other Revenues Royalty Income Gain (Loss) on Asset Sales Interest Income Foreign Currency Gain (Loss) Miscellaneous Total Other Revenues Total Revenues Costs and Expenses Cost of Goods Sold and Operating Expenses Taxes Other Than Income Property Tax Sales and Use Tax Export and Import Tax Other Taxes Total Taxes Other Than Income Materials and Supplies Inventory W rite-D ow n Other Miscellaneous Expenses Selling and Administrative Expenses Depreciation and Amortization Depreciation Amortization Total Depreciation and Amortization Total Costs and Expenses Operating Income Exploration Interest Income Interest Expense Gains (Losses) on Equity Investments Minority Interests Net Income Before Taxes - Income Taxes State and Other Foreign - Current Foreign - Deferred Total Other Taxes Net Income Before Federal Income Taxes CAMC-Greco-000554 j- REDACTED DOCUMENT STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1991 Cash Flows from O perating Activities Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation, Depletion, and Amortization Deferred Income Taxes Gain on Sale of Assets Other Changes in Assets and Liabilities: (Increase) In Accounts and Notes Receivable Decrease In Inventories . Decrease in Prepaid Expenses Increase In Current Liabilities Decrease in Investments and Other Assets (Decrease) In Other Liabilities Net Cash Provided by Operating Activities Cash Flows from Investing Activities Capital Expenditures Proceeds from Sale of Assets Net Cash Used for Investing Activities -i Cash Flows from Financing Activities Payments on Long-Term Debt Net Cash Used for Financing Activities Net Increase (Decrease) in Cash and Equivalents t*sh and Equivalents at Beginning of Year jsh and Equivalenta at End of Year * ` Cash intercompany Shareholders Equity Cash and Equivalents CAMC-Greco-000555 REDACTED DOCUMENT BALANCE SHEET MARCH 31,1992 - TALC ONLY Current Assets C asti on Hand Cash In Banks Cash and Equivalents Accounts R eceivable Trade Accounts R eceivable -- Trade Allowance Accounts Receivable Miscellaneous Accounts Receivable Miscellaneous - Allowance Accounts Receivable -T a x Refunds Accounts Receivable Em ployees/Agents Royalties Receivable A /R N e t Inventories - C rude @ Standard - FIntoned Goods @ Standard . O verhead In Inventory Product Inventory M aterials and Supplies Inventory M aterials and Supplies Inventory - Reserve M aterials and S upplies Inventory Prepaid Taxes Prepaid Insurance Prepaid Expenses O ther O ther Deferred C urrent Assets Prepaid Expenses Total Current Assets Land Cost Land Lease/Rights M iscellaneous M ine D evelopm ent' Depreciable Assets Construction In Process Excess Cost Land Lease/R ight* Accum ulated Depredation M ine Developm ent Accum ulated Depredation Depr Assets Accum ulated Depredation Excess Cost A ccum ulated Amortization Net PP&E Equity Basis Investm ents Noncurrant R eceivables Noncurrant R eceivables - Allowance A cquired Value o f Purchase Contract Noncurrant Pra-A cquteuton Cost Noncurrent Patents Noncurrant Assets -- Other Investm ents & O ther Assets Total Assets CAMC-Greco-000556 REDACTED DOCUMENT CYPRUS INDUSTRIAL MINERALS - TALC ONLY BALANCE SHEET m a r c h 31,1992 Liabilities & S hareholder's Equity Current UabllUes Current Portion Long Term Debt - New Fane Accounts Payable Trad e Accounts Payable O ther PR Deductions -- Savings Plan - U nion W ithholding - - - insurance W ithholding - Garnishm ents - O ther Accounts Payable Accrued Payroll Accrued Bonuses Accrued Vacations & H olidays Accrued Medical insurance Accrued Dental Insurance Accrued W orkers' Com pensation Accrued Benefit Contributions Accrued Royalties Accrued Commissions Accrued Freight Accrued Pension Other Accrued Liabilities Accrued Liabllltee Sales A Use Tax Payable Other Taxes Payable Property Tax Payable Payroll Taxes - Em ployer Contribution Payroll Deductions -- Tax W ithholding Stats income Tax Payable Taxes Payable Total Current Liabilities Long Term Debt - N ew Fane Deferred Foreign Incom e Tax Land Reclamation R eserve Other Noncurrent U abllU es Minority Interest Other Long-Term UabUIOee Intercom pany Shareholders' Equity Retained Earnings Foreign Currency Translation Total Shareholders' Equity Total Liabilities & Equity CAMC-Greco-000557 atii' REDACTED DOCUMENT CYPRUS INDUSTRIAL MINERALS - TALC ONLY INCOME STATEMENT FOR THE PERIOD ENDED 3/31/92 Revenues Talc Sales Other Revenues Royalty Incom e Gain (Loss) on Asset Sales Interest Income Foreign Currency Gain (Loss) Miscellaneous Total Other Revenues Total Revenues Costs and Expenses Cost of Goods Sold and Operating Expenses Taxes Other Than Income Property Tax Sales and Use Tax Export and Im port Tax Other Taxes Total Taxes Other Than Income Selling and Administrative Expenses Depreciation and Amortization Depreciation Amortization Total Depreciation and Amortization Total Costs and Expenses Operating Income Exploration Interest income Interest Expense Gains (Losses) on Equity investments Minority Interests Net Income Before Taxes Income Taxes . State and Other Foreign - Current Total Income Taxes Net Income Before Federal income Taxes CAMC-Greco-000558 REDACTED DOCUMENT STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1992 Cash Flows from Operating Activities Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation, Depletion, and Amortization Gain on Saie of Assets Other Changes In Assets and Liabilities: (Increase) in Accounts and Notes Receivable Decrease in Inventories Decrease in Prepaid Expenses (Decrease) in Current Liabilities (increase) in Investments and Other Assets (Decrease) In Other Liabilities Net Cash Provided by Operating Activities Cash Flows from Investing Activities Capital Expenditures Proceeds from Sale of Assets Net Cash Used for investing Activities Cash Flows from Financing Activities Payments on Long-Term Debt Net Cash Used for Financing Activities Net Increase (Decrease) in Cash and Equivalents Cash and Equivalents at Beginning of Year Cash and Equivalents at End of Period Cash Intercompany Shareholders Equity Cash and Equivalents CAMC-Greco-000559 REDACTED DOCUMENT Notes to Financial S tatem ents: Note 1. The balance sheet as of December 3 1 ,1 9 9 1 , and income statement and net cash flows statem ent for the year ended December 31, 19 9 1 , for Cyprus Industrial Minerals -- Talc Only, reflect the same financial entities as Cyprus Talc Company (Newco) that w as formed April 1, 1992, except for the exclusion from the reference^financial statements of the Montana net proceeds tax liability of and the financial reserve for the sale of the division recorded in December 1991 business on the division's elimination company books (company number 094). Note 2. Certain minor reclasses have been made on the balance sheet as of December 31 in Annex A to more appropriately reflect the detailed balances in the proper accounts. T w o reclasses to correct the year-end recorded balances were made that impacted current assets and current liabilities: for CMVDU's was reclassed from current assets to fixed assets, and ^ ^ ^ ^ ^ ^ ^ w a s reclassed from reclamation reserve (current) to land reclamation reserve (long-term). Note 3. The Accounting Principles in Annex B are an integral part of the notes to these financial statements. - 532-4.Las iL. CAMC-Greco-000560 REDACTED DOCUMENT 6 CAMC-Greco-000561 REDACTED DOCUMENT ANNEXB Accounting Principles CyprusTalc Company (Newco) conforms to the CyprusMinerals CompanyAccounting Policy Manual and is in accordance with U.S. GAAP to the extent they apply. Newco is accounted for as a wholly owned subsidiary of Cyprus Minerals Company, and therefore certain accounting practices are reflected at the parent company consolidation leveL Significant exclusions from Newco's financial statements are: a) federal income tax expense is recorded and reported at the parent company consolidation level and state income tax expense is reported at the parent company for operating earnings but is included in the Financial Statements in Annex A; b) interest income and expense and exploration expense is not normally recorded at the subsidiary level but reported at the parent level The income statement in Annex A does, however, reflect inclusion of interest income and expense and exploration expense to more adequately reflect these effects on a stand-alone basis; c) pension, medical, federal income tax assets/liabilities are recorded and reported at the parent company level; d) financial statements include intercompany accounts that are settled bi-annually, and are reflected in shareholders' equity. In addition, Cyprus has not yet adopted FASB 109, or 106 while FAS 96 was adopted retroactively to 1989 and recorded/reported at the parent level of consolidation. The Cyprus Minerals Company Accounting Policy Manual and specific accounting procedures for Cyprus Talc Company in effect as of May 28,1992 have been provided to Buyer and would be collectively the Accounting Principles fordetermination of the Working Capital of the Companies. A summary of the significant accounting Principles of Newco as prepared for this special purpose are as follows: CAMC-Greco-000562 REDACTED DOCUMENT Arrounts Receivable The Division maintains a reserve for doubtful accounts that accommodates prior historical losses and current sales level The percentage is adjusted periodically on the basis o f the accounts receivable balance and an analysis of the reserve. Beginning in 1991, the accounts of customers that have gone into bankruptcy are fully reserved and reclassified to long-term. Other past due accounts are sent to collections when the customer fails to respond or cooperate with written requests. In the past three years, there have been less than ten accounts sent to collections. Intercompany Billings/Accounts The Division receives charges/credits for transactions and services with and between other Cyprus subsidiaries. These are recorded in several different accounts to segregate the type of charges. Intercompany accounts are "settled" twice annually by one of the following transactions between the subsidiary and parent; a dividend, a return of capital, a contribution of capital or a note payable. Several of the general ledger companies are divisions rather than subsidiaries of Cyprus Mines and the intercompany balances are not settled. The intercompany accounts of the foreign subsidiaries have not been "settled" due to foreign tax considerations. Material & Supply Inventories Material and supply inventories include spare parts, fuel, o il tires and other items required to sustain ongoing operations. Major spare parts, those costing more than ^ ^ ^ |a r e capitalized and amortized over the life of the applicable machine. Inventory items are generally valued on a FIFO basis. Material and supply inventories are carried on the balance sheet at the lower of the purchase price or fair value. Adjustments to the carrying value are recorded in a reserve for obsolete or slow moving stock. At a minimum, the reserve should equal the value of any obsolete items and ten percent of the value of all other items. CAMC-Greco-000563 REDACTED DOCUMENT Product Inventories Product inventories at most locations utilize the lower of standard cost or market in valuing crude, in process and finished good inventories. Standard costs include all direct production costs at the mine, the mill, the warehouse and sorting locations. Standard costs also include transportation and regional administrative costs. The basic premise is that a cost that either benefits or is incurred for a production activity is to be included in the inventory values. Standard costs are developed during the annual budget cycle and reviewed mid-year to determine their accuracy. Should the difference be material, it is recorded and amortized over the remainder of the year. At year-end, product inventories are re-valued from standard to actual. In January, product inventories are revalued from the prior year actual to the current year standards. Any fl difference in value is amortized over a varying number of months depending on materiality. Division headquarter expenses (excluding selling, new processes and resource development) are also f inventoriable costs. These costs are not charged out to the operations but an appropriate portion V% is recorded to inventory as required under U.S. federal tax code. Cyprus Minerals Company accounting policy provides that any costs that are corporate stewardship in nature are not charged a out Costs for operational support, Le. functions that benefit the operating location and that would have to be performed at the operating location if not performed by Newco or the parent company personnel. All parent company charges for Newco operations are recorded at the Newco division level and become a part of Newco division headquarters expense. These amounts are reviewed mid-year to determine their accuracy. Inventory quantities are estimated (for crude, silo and in-process material) or counted (for packaged materials) monthly. At a minimum, a physical inventory using counts, weights, or a survey, in the case of large crude stockpile quantities, is performed once a year on November 30. Prepaid expenses represent expenditures that have been made for future periods of one year or less. Costs are amortized over the period benefited. Expenses that may be prepaid include taxes, durance, or rent CAMC-Greco-000564 REDACTED DOCUMENT Property, Plant and Equipment Items of property, plant and equipment that cost more than ^ ^ |w ith a life of three years or more are capitalized Items not meeting this criteria are expensed Mine development costs incurred to develop new ore bodies, expand the capacity of operating mines, or develop areas more than six months in advance of current production are capitalized and generally charged to operations on a unit-of-production m ethod Mobile mining equipment and most other assets are depreciated on a straight-line basis over their estimated useful life. Intercompany transfers o f equipment are recorded at the lower of fair market value or net book value. Equity Investments Cyprus accounts for it*s investment in Nihon Mistron Company on the equity method The earnings are recorded monthly based on prior months results. Cyprus also earns income from the use of the Mistron Vapor trademark, and the non-use of Yellowstone crude. Other Non-current Assets Costs associated with securing a patent are capitalized and amortized over the shorter of its legal life or useful life. Should the cost be less than it is expensed Pre-acquisition costs are incremental costs in connection with an acquisition and are amortized over five years. Accounts Payable Accounts payable represent known liabilities to Cyprus'creditors and arise from everyday transactions. Tlie largest volume of trade payables originate from the accounts payable system although a fair number are related to payroll withholdings. CAMC-Greco-000565 REDACTED DOCUMENT Accrued Liabilities Most employees are eligible for vacation after one year of employment. The vacation liability is recorded in either one of two ways. The first is to have an accrual equal to a full year's liability. The basic premise is that as vacations are taken, vacations are also earned and the difference between the two is immaterial. Vacations are charged to expense as they are taken. The second way that vacation expense/accrual is accounted for is to have two separate accruals; one for the current year and one for the previous year. As vacations are taken, they are charged against the prior year accrual and as vacations are earned, they are expensed and recorded to the current year's liability. An accrual equal to the present value of known worker's compensation claims is recorded on each company's ledger. It represents the anticipated payments for lost wages and settlements and does not cover legal, medical or administrative costs. These costs are expensed as incurred. State, local and foreign income taxes are included on the ledgers of the companies. A liability is established as soon as the taxes are owed and the amount can be reasonably estimated. The federal k tax return is filed on a Cyprus Minerals Company consolidated basis and the liability is not carried on the balance sheets of Newco. Property taxes payable are on the general ledgers of the individual operations and represent either the current or previous year's liability depending upon municipality and payment schedule. Pension assets and liabilities are not recorded on the balance sheet of Cyprus Talc Company, but are recorded at the Cyprus Minerals Company level. Cyprus Minerals Company has not yet adopted FAS 106 and retiree medical expense is recorded on an as-incurred basis. Costs related to the shutdown or reclamation of a facility are provided for in the last five years of the facility closing. The balance of ^ ^ ^ ^ |o n the books at year-end represents reserves that were established before the current recounting policy was developed. CAMC-Greco-000566 S-s-'i - 4 X ` i-3 REDACTED DOCUMENT Foreign Currency ' Amounts in foreign currencies are translated into U,S. dollars using the procedures specified in SFAS No. 52. In applying the procedures, the Belgian franc and Spanish peseta are the functional currencies. Accounting Responsibilities For the operations, the accounting and general ledger responsibilities reside at the field locations. The division accounting staff provides support to the field locations for sales accounting, cash collection/accounts receivable, management reporting, product costing analysis, financial analysis for projects less th a n ^ ^ ^ ^ ^ J , earnings analysis and verification, warehouse accounting, fixed asset accounting, accounts payable, budget preparation, general ledger and account maintenance, business analysis, and other management and sales support European accounting is provided in Ghent and an abbreviated general ledger is faxed to Denver each month for reconciliation of the intercompany transactions and entry into the general ledger. Malaga accounting is provided locally on a PC based system with results faxed to Denver as well. Consolidation CIM's accounts are consolidated by financial company and location as shown on the attached chart An elimination corporation (094) is used to eliminate profits on intercompany sales held in inventory, principally from the U.S. to Europe. All other transfers between operations domestically are at standard cost. Charge-Outs Ghent and DIMTA/Malaga results are fully consolidated into CIM's accounts, with a five percent minority interest reported at the Cyprus Minerals Consolidated level for Malaga. Nihon Mistron's results are reported on an equity basis and are reported at the Cyprus Minerals Consolidated level. Any interest income or expense is also reported at the Cyprus Minerals Consolidated level. CAMC-Greco-000567 REDACTED DOCUMENT Financial Statement Presentation The accompanying balance sheet, income statement and net cash flow statements do not include the write-down o f assets and the accrued Montana Net Proceeds Tax liability. In addition, the loss in 1991 associated with non-talc discontinued operations has been excluded. CAMC-Greco-000568 REDACTED DOCUMENT 7 CAMC-Greco-000569 REDACTED DOCUMENT Hamm Underground Mine Property ANNEX C CAMC-Greco-000570 REDACTED DOCUMENTS 303 643 5943 of Windhe* and State of Vermont in the County of Windham Grantor , in the consideration of - - - - - - - - - - - - - - Dollars paid to oui* full satisfaction by Vermont Rile Oo,, a Maine Corporation adnudlypalauctehoorfisebdustionedsso abtusCinheesssterin the State of Vermont, with an offioe in the County of Windsor taTnvdtyStatefoorf, Verramnotn,t >ell, Conbep anbGCraonntefeirm, byutnhteosetpure,s<emnts,<d?o, Vermont m io Co, and i t s wwen^onS assigns forever, a certain piece of land in the Town of Windham in the County of Windham follows, viz: and State of Vermont, described as . wWLinSdhha!m2 Land i Records hadn, dlanbdousndandeddfiteapdnrdeNmdoivesesemcsrbiceborend2v7eay, sed19fo6tol1loaMwnosdrstroencoHr.d. eWdaiitne tSabti0oov!L*?*g^5Si!2d5!fS??a6Jl1r?*y?S?ts*SoaStfaJSf,lV1o*CintS*1Siigas11t1o:uXff?uiln*a*oit!TMdnbtnehdreirs?s?nl oNoesetftfhaaftth*nkl?n#soed1ao?aennineril'udooSaotaiehnnrsnPs!liMwgaandbiteondrhoeatsrdh!reltttesy3oteepldhntrnonloneloinyoNosrnfowrol.otrytartlvhth4Wnoloehoeawnemefnenaadrnbadgsniebettsdote"reetwhtr,gerhb2nteierlheyn1r7yslyen,,t3shl7eoliia3nii1lrfngni;5i9glanhdyee6wef1bteMaoaot;oehleyfoiofoentMfrnntl,gttteogobcohsnrenmeaeltdsloniooaadsHeconhrnioaee,iddngutHhWoehsnoti.wgdlhwroaahnSeraniowolt7rtySdweewhalsyLy-'eoo,elJpf, ^oi theapoint<,orbeginningy*^* ^ h w e s t e r ly W t h e higSfyf n 1906^*' e v e rth e le s^s,ni*to*0*thWe amrriannerEa*l deposits Rhoades and rig and w ife hts eonyeyed to dated Ootober 2? K d * * S S E * 1 0 0 ^ m * * * H600^ 8 ln 11 at W 159 now CAMC-Greco-000571 -fi . | -A--N--D---FiO&RUEtVmEsRmQt&UIxT*-.CLAIM.ES D33 3 643 unto 5943 tte ta id * * P .4 / 9 REMISED>RELEASED, nil rriiAgth,*t a^nd tVitlPeWwih*ich Company i.t h e said Donald F, Coburn ^ ^ ^SA^J . fCololuowntty, voifz: Windham Windham or my heirhavein, andtoa miStateofVermont, ducrti'ed'Z BeiR a l l and the same rig h ts and n riv A i **. * ^en* **<**> to the said George Chedel ! * ! * * dde4ed * 27th, 1906 and recorded In Book 1 1 pRW d! d ? * ted Ootober' ! ;!j tIhteecboereidnaags. t aBaelilidnetgh eodfemstchirneiebse,>dm iinneJrsSaaldsidaHnddeeS#ddZaf Sf S ftdi lioP5w9<>sa.i?ltsf Wlndbaw I * < 1 In land lyin g on : 'l l l f , ^t elL otM0! L -i'-e ii' servants or agents. MeanL***'^ * W^oteea heir., op aeal/tna3 1 U|Iip?faI?ndau"raSLeS^?id*dV-'1Tw0Uh,h8P"o1n*'**.*8"IN"^o1f?p"?*^**!!'"^aT*v^ebMut5hi,l4d1i^?hag?'e.^,|0fr0i?S^v9.e!^i',i;Wt??h1it8tS#e0i^nS184EM,,*'aTi tS"ti.oh`tfSSi".F^gattSrSjSarSnt^iStneet..'o j J an"diM d47at2e1,di nS|eaMptetmSberoifs.Mwidsv""ale" ?,1 10' Bolt 15 15b8e8in*g"4WBo1inodkhfa.1mo8o*rladnedd in B J Heoordsi JO HAVE AND TO HOLD an .... , , i its. the appEUnmcu th erZ $X aL m i * " <* 40 " 9- j . Vermont Taio Company AND FURTHERMORE iJ8 SUCi^ f 3* . , itetexffnd autgne forever, Donald F . Coburn : ***' ******, * * * * * ^ / 4 e ,, F m f &nd *V Vermont Talc Company 1 CAMC-Greco-000572 REDACTED DOCUMENT * . APPENDIX A Lards and Premises Under Lease From McC&ndless to omya________ 1 Parcel A . Beginning at a point at the south end of a stone wall which' point marks the southeast corner of lanes of OMYA, Inc.; thence N 11* 20' 3.a distance of eight hundred forty-five (845) feet, more or less, to a point; thence 5 61 43* E a distance of five hundred eighteen (518) feet, more or less, to a point; thence S 58 30' 2 a distance of seven hundred (700) feet, more or less, to a point; thenee 5 28* 15* s a distance of-seven hundred seventeen (717) feet, more or less, to a point; thence 46* 25* a distance of two hundred fifty-one and 5/10 (251.5) feet, more or less, to a point which said point marks the northeast corner of remaining lands of McCandless; thence in a northwesterly direction in a straight line course a distance of one thousand eight hundred fifty (1850) feet, more or less, to the point and place of beginning.* Parcel 3 . Beginning at a point at the south end of a stone wall which point marks the southeast corner of lands of OMYA, Inc. and which also marks the point and place of beginning of Parcel A hereinabove described; thence in a southeasterly direction in a straight line course in and along the southerly boundary of said Parcel A a distance of three hundred (300) feet, more or less, to a point; thence S 12 13' W a distance of one thousand seventy- five (1075) feet, more or less, to a point in the northerly edge I CAMC-Greco-000573 REDACTED DOCUMENT-5353 6435943 2- - P. 6 /9 of the right-of-way of Town Road 3? thence in a northwesterly direction in and along said right-of-way to a point which point marks the southeasterly corner of lands now os formerly of Saunders; thence N 12* 13' E in and along said Saunders easterly boundary line a distance of nine hundred seven (307) feet, more or less, to the point and place of beginning. Parcel C f. ' Beginning at a point in the south end^of a stone wall which point marks the southeast c o ^ r of lands now or formerly of Hamm; thenee S 12* 55* W in an imaginary continuation of said stone wall a distance of one thousand one hundred seventy- five (1175) feet, itiore or less, to a point which said point is located approximately five hundred (500) feet northerly of the northerly edge of the right-of-way of Route 121; thence mjss. in a southwesterly direction in a straight line course a distance a of one thousand one hundred seventy (1170) feet, more or less, to a point ia-4A& r.ii.Lh u '.d ui a ...11 iihaelv pn*-4- s locateS^in the easterly boundary line of lands now .cr formerly of Dietrich; thence N 9* 55' E in and along said Dietrich's easterly boundary line a distance of one thousand eight hundred (1000) feet, more or less, to a point; thence M 48* 25' E a distance of ninety-eight (93) feet, more or less, to a point in a stone wall which point is located in the southerly boundary line of said lands of Kamm; thence S 59* 02* E in and along said Hamm's southerly boundary line a distance of one thousand two hundred sixty (1260) feet, more cr less, to the point and place of b e g in n in g . 5) b 12' . fj L d r 'fv- h ' M - i, . CAMC-Greco-000574 383 643 5943 -3- P .7/9 Being-a portion of the lands formerly of C. H. McCandless and Lois Wood McCandless and now of Byron W. McCandless and Mary B. McCandless. Reference is had to the deed recorded at nB00k and Page of the Land Records of the Town of Windham for a more complete description. Assistance*! deter mining the locations* and boundaries of the respective parcels pay be had by reference to the map attached hereto and drawn by B. w. McCandless and C. H. McCandless dated October 23, 1962. ...... eeccbdbig a m WINDHAM , VERMONT TCWN-CIEHK'S 0?FIC3 .RECEIVED K S, E3G0KD' EEUAR* 3, A.D., 1982 * At 9 o'clock 30 naraites A.M. AndRecorded in Windham-Lsnd Records ft* # 21, PS 98 4 99. ^ cord VSA Title 27 Chapter 17 section 1404 at the discretion of Town Clerk the attached map is . ______ Carol C. A Merritt cm* CAMC-Greco-000575 REDACTED DOCUMENT 8 CAMC-Greco-000577 REDACTED DOCUMENT niMC GHENT SCHEDULE fi.7 The A greem ent m ay be s u b je c t to notifications to the Belgian M inistries o f Econom ic Affairs, Regional E conom y an d Finance, pursuant to A rticle 3 6 o f th e Belgian L a w o f December 3 0 , 1 9 7 0 . CAMC-Greco-000578 REDACTED DOCUMENT p; im S C H E D U LE 5 .2 MATRON MINERALIEN GMBH "-- - C r e t P w ,A The A g reem en t m ay be subject to th e notification o f and s c ru tin y by the/ Federal Cartel O ffice (B undeskartellam t). ^ CAMC-Greco-000579 REDACTED DOCUMENT SC H ED U LE 5 .2 Attached to and made a part of that certain Stock Purchase Agreement dated_______________ ________ , 1 9 9 2 between Cyprus Mines Coporation and RTZ America, Inc. The following agreements require the consent of the landowner/leaseholder prior to the Company's assignment or transfer, and for which the consent to assign or transfer is not permitted by landowner/leaseholder, or the assignment has been granted on a conditional basis: 1. Special Use Permit issued by the Forest Service, U. S. Department of Agriculture to United Sierra Division of Cyprus Mines Corporation, dated April 20, 1971, for the operation and maintenance of a water transmission pipeline to furnish water for domestic and mine use on lands located in Madison County, Montana, as further described in Schedule 5.8-3a to the Agreement. Agreement between Norfolk Southern Railway Company successor in interest to Southern Railway Company, and Cyprus Mines Corporation dated April l, 1981, for use of an industrial track at the Talladega County, Alabama operation, as further described in Schedule 5.8-3a to the Agreement, assigned to Cyprus Talc Corporation effective April 30, 1992, subject to Cyprus Talc Corporation executing a new agreement with Norfolk within 90 days of Norfolk's, presentation of a new agreement. Standard Commercial Lease dated June 1, 1988 between Vantex Management Company, Inc. and Cyprus Minerals Company covering office building/laboratory space located at Highland Tech, 8985 East Nichols Avenue, Suite 300 Englewood, C O T 80112. . ' 4. Standard Commercial Lease dated May 29, 1990 between Vantex Management Company, Inc. and Cyprus Minerals Company covering office building/laboratory space located at Highland Tech, 8985 East Nichols Avenue, Suite 31 0 Englewood, CO 80112. ' ik,- CAMC-Greco-000580 REDACTED DOCUMENT SCHEDULE 5.2 Consent must be obtained from the non-Cyprus shareholders for the transfer of the shares of Nihon Mistron Company or such transfer will be subject to the exercise of pre-emptive rights by the non-Cyprus shareholders. The transfer to the Buyer of the Talc Supply agreement between Cyprus Windsor Minerals Corporation, Johnson & Johnson Baby Products Company, and Johnson fit Johnson Consumer Products, Inc. cannot be assigned w ithout the consent of Johnson & Johnson Baby Products Company and Johnson &. Johnson & Johnson Consumer Products, Inc. ` Seiler has been informed by Gwalla Consolidated Ltd. that the transfer by Seller to the Buyer of the Talc Purchase contract btween Cyprus Industrial Minerals Company, a Division of Cyprus Mines Corporation, Gwalia Consolidated Ltd., and Gwaiia Minerals N.L., is subject to the consent of Gwalia Consolidated Ltd. and Gwalia Minerals N.L. CAMC-Greco-000581 REDACTED DOCUMENT 9 CAMC-Greco-000582 REDACTED DOCUMENT SCHEDULE 5.3 t CAMC-Greco-000583 EDACTED DOCUMENT NIHON MISTRON COMPANY, LTD. t: vVork Location: Nihon Mistron Co., Ltd. Headquarters: To-Nfchl Building, 10th Floor 2*31 Roppongi, 6-Chome MinatO'Ku, Tokyo 106, Japan Suzuka Plant: 1606-11 Taubakl Ichlmtya-cho Suzuka, Mie Pref. Japan Tomakomai Plant: 146-203 Aza Yufutau Tomakomai, Hokkaido Japan Mailing Address: To-NIchl Building, 10th Floor 2-31 Roppongi, 6-Chome Minato-Ku, Tokyo 106, Japan Incorporation: Stats Date Existence Annus) Stockholders' Meeting; ' ; Date , ; Location Tokyo, Japan October 20, 1973 Perpetual November-January of each year To-NIchl Building 2-31 Roppongi, 6-Chome Mlnato-Ku, Tokyo 106, Japan Eaildont Agent In State of Incorporation: tiutiHIed to Do Business In: Capitel Stock: . . Authorized , . Common : Preferred , Outstanding Common Preferred Ownership ':: Common None Primarily In Japan ...... t Preferred . *Foreignrequirements. Decomber 3 1 . 198 Page 1 of< .. . , i l * ' 5{ai? the contractual right to buy one share from Kasho at any time Cyprus desires. CAl ireco-i REDACTED DOCUMENT N IH O N M ISTRON C O M P A N Y LTD . December 3 1, 1987 Page 2 I1--. ^Officers: Chairman [president Auditor |uditor lOirectors: H. T. Mulryan P. C. Wolf F. F. Beyl F. Sobue November 16, 1987 November 16, 1987 November 16, 1987 November 16, 1987 Cyprus Cyprus Cyprus Cyprus Kasho Sobue Kasho Kasho H. T. Mulryan L. D. Murino G. P. Pearson P. C. Wolf M. Onishi K. Sobue K. Asahara H. Seya October 20, 1973 July 1, 1985 December 2, 1985 November 16, 1987 December 2, 1985 October 20, 1973 November 16, 1987 November 16, 1987 CAMC-Greco-000585 REDACTED DOCUMENT DIMTA. S.A - schedulf 5 8 The issued capital stock of DiMTASA is nf series, A and B. SA ,s of divided in tw o Series A is com posed o f paid-in and num bered fro m ras face v a lu e , fully belong to CYPRUS I N D U S T p l H B E R A L ^ R P n R r T . n M ^ ' These shares do not shares is granted fo r th e sole b en efit o f said m A T 0 N ' b u t a ca,( option on such 30th September! 31s?nif mPaKnV' This caI1 Ptionexercised from 995 umil "la y be Likewise, these shares are pledaed fa? ^ S T b e r 1 9 9 5 `- b o tb 'dates inclusive CORPORATION as security for the o w n er'^o b lio afo n fi8 '^ DUSTRIAL MINERALS agreem ent dated as o f 2 9 th Julv 1 9 8 8 r L ob!'9at,.ons un<ter th e share purchase CYPRUS INDUSTRIAL M INERALS CORPORATION^ f th6Se Shares be, n9 t0 Series B is c o m p o s e d o f I ^ H r a g i s t e r e d s h a r e s o f ^ ^ H o f fa , Thao P u an d numbered from of face value, inese shares belong to C Y P R U S IN D U STR IaH M H ^ K B ^ TM both `"elu sive. Shares are tree and c le a r o f a n y liens or encum brances R A TI0N ' T b" e h:\DOCUMEftn6t6 CAMC-Greco-000586 REDACTED DOCUMENT 10 CAMC-Greco-000587 REDACTED DOCUMENT SCH EDULE 5.5 NONE CAMC-Greco-000588 REDACTED DOCUMENT 11 CAMC-Greco-000589 REDACTED DOCUMENT SCHEDULE 5 .6 T 1' CAMC-Greco-000590 REDACTED DOCUMENT SCHEDULE 5-6 niMTA, S.A. In accordance w ith th e Third Transitory Provision o f R oyal Legislative Decree 1 5 6 4 /1 9 8 9 {the "Corporations L aw "), the by-law s o f D IM T A S A have to be adapted to said L a w and recorded w ith the Comm ercial Registry b e fo re 3 0 th Jun e 1 9 9 2 . Failure to do so will entail th a t th e directors of D IM T A S A m a y incur into personal, joint and several liability w ith the com pany for all th e co m p a n y 's d e b ts . Fines o f up to be imposed to D IM TA S A . The com peten t corporate body for adapting th e by-law s o f D IM T A S A is the General S h areholders' M eetin g . U''-OCUMENT\ei 6 CAMC-Greco-000591 REDACTED DOCUMENT 12 CAMC-Greco-000592 REDACTED DOCUMENT SCHEDULE 5 .7 NONE CAMC-Greco-000593 REDACTED DOCUMENT 13 CAMC-Greco-000594 REDACTED DOCUMENT SCHEDULE 5.8 REDACTED DOCUMENT SCHEDULE 5.8 DIMTA. S.A. REAL PROPERTY OWNED BY D1MTASA: {) A plot of land located in Campanales, Mijas, recorded with the Land Registry of Mijas, Volume 4 3 0 , Fold 178, Real Estate 1 0 .36 3-N . This plot of land was contributed to DIMTASA on 25th April 1985, when the company was incorporated. (ii) A plot of land located in Colmenar del Ro de las Posadas, Mijas (Mlaga), purchased by DIMTASA on 29th July 1 9 8 8 by virtue of a private agreement raised on that same date to the status of a public deed. The recording with the Land Registry of this plot of land is still pending since it is necessary to obtain previously the recording of the ownership to this property on the name of the sellers. DIM TASA's title to the property is fully legal and protected. The recording of this title at the Land Registry should not be problematic although certain formalities need to be complied with before the recording is effective. MINING RIGHTS OWNED BY DIMTASA: U-'*)0CUMENT\ei6 6.297 1.908 6 .2 6 2 6.298 6.289 5.950 5.942 5.942 6.018 6.446 6.466 -- NAME Ampliacin a Rafaela Rafaela Tres amigos Alegra Dos hermanas Por fin Esperanza 1a Esperanza 2a ' Inesperada Cyprus 1a Cyprus 2a Demasa a tres amigos DATE OF GRANTING 03.04.1985 18.02.1986 0 2 .1 0 .1 9 8 4 07.06.1989 07.06.1989 15.09.1962 29.09.1961 29.09.1961 28.02.1967 05.11.1991 05.11.1991 Right applied for CAMC-Greco-000596 REDACTED DOCUMENT 'S.isa ili riMC GHENT (a) () Ghent facilities (land): Lease Agreement (concession) between the City of Ghent and CIM C, dated April 7, 1992 for the lease of a plot of land in Ghent. (a) (iii) Ghent warehouses: Lease Agreement between N. V . Sogatra and CIMC, dated February 1, 1 9 9 2 , and Lease Agreement between N .V . Sograta and CIMC, dated June 6, 1 9 9 1 . f V_ A' JL.U'0CUMENT\616 CAMC-Greco-000597 REDACTED DOCUMENT REAL PROPERTY SCHEDULE 5.8 CAMC-Greco-000598 REDACTED DOCUMENT SCHEDULE 5.8 Index "Permitted Exceptions" Schedule 5.8-la - Fee PropertySchedule 5.8-lb - Fee Property, Unpatented Millsite Claims Schedule 5.8-lc - Fee Property, Patented Mining Claims Schedule 5.8-2a - Mineral Property Schedule 5.8-2b - Mineral Property, Unpatented Mining Claims Schedule 5.8-3a - Leased Property Schedule 5.8-3b - Leased Property, Unpatented Mining Claims Schedule 5.8-4a - Water Rights CAMC-Greco-000599 REDACTED DOCUMENT SCHEDULE 5.8 "Permitted Exceptions" "permitted Exceptions" are defined as any of the following: 1) Liens for taxes, assessments or similar charges incurred in the ordinary course of business that are not yet due or payable; 2) Liens of mechanics, materialmen, warehousemen, carriers, or other like liens securing obligations incurred in the ordinary course of business that are not yet due and payable; - 3) Zoning or land use restrictions; 4) Easements or claims of easements not shown by the public records, boundary line disputes, overlaps, encroachments, and any matters which may or may not appear of record which would be disclosed by an accurate survey and inspection of the premises; 5) Conditions or states of fact that would be disclosed by an inspection and survey of the property, none of which is material^ in character or materially detracts from the value or impairs the use of such property in the operation of its business. CAMC-Greco-000600 REDACTED DOCUMENT CAMC-Greco-000601 14 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320119 HOLMES, JOHN M. ETAL OWNED SURFACE AND MINERAL ALABAMA TALLADEGA LAND DESCRIPTION: TRACT I : TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA SECTION 4 : S /2 S E /4 S E /4 . CONTAINING 20 ACRES, MORE OR LESS. (SURFACE AND MINERALS) TRACT I I : TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA SECTION 9 : NW/4 N E /4 AND N E /4 N E /4 . LESS AND EXCEPT THAT PORTION OF SAID N E /4 OF N E/4 OF SAID SECTION 9 , CONVEYED TO PORTER, DEESE fi DEESE REALTY COMPANY, IN C . BY DEEDS RECORDED IN DEED BOOK 4 7 1 , PAGE 33 AND DEED BOOK 4 7 7 , PAGE 44 IN THE PROBATE OFFICE OF TALLADEGA COUNTY, ALABAMA. CONTAINING 71 ACRES, MORE OR LESS. (SURFACE AND MINERALS) TRACT I I I : TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA SECTION 3: ALL THAT PART OF THE S /2 SW/4 LYING WEST OF COUNTY ROAD 3 1 . CONTAINING 59 ACRES, MORE OR LESS. (SURFACE AND MINERALS) SUBJECT TO: ` ' (*} EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY The PUBLIC RECORDS: (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS: -AND' ( 3 ) DISCREPANCIES, CONFLICTS lN BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY The PUBLIC RECORDS. CAMC-Greco-000602 -1 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FE E PROPERTY TRACT IV : TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA SECTION 1 0 : ALL OF THE NW /4, EXCEPT THAT PORTION CONVEYED IN DEED BOOK 4 7 1 , PAGE 33 AND DEED BOOK 4 7 7 , PAGE 44 IN THE PROBATE OFFICE OF TALLADEGA COUNTY, ALABAMA. CONTAINING 19 ACRES, MORE OR LESS. (SURFACE AND MINERALS) TRACT V: TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA SECTION 1 0 : THE SW /4 N E /4 , LYING SOUTH AND EAST OF THE CENTER OF WEEOKA CREEK, LESS AND EXCEPT THAT PORTION OF SAID QUARTER-QUARTER SECTION CONVEYED TO J . LARRY SIMMONS AND WIFE, BY DEED RECORDED IN DEED BOOK 5 1 6 , PAGE 373 IN THE PROBATE OFFICE OF TALLADEGA COUNTY, ALABAMA. ALSO CONVEYED HEREIN, THE W/2 NW/4 S E /4 OF SAID SECTION 1 0 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA. CONTAINING 50 ACRES, MORE OR LESS. (MINERALS ONLY) TRACT V I: TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA FOR A POINT OF BEGINNING COMMENCE AT THE NORTHWEST CORNER OF SECTION 1 1 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA, AND PROCEED NORTH 89 DEGREES 48 MINUTES EAST ALONG THE NORTH BOUNDARY OF SAID SECTION 11 FOR A DISTANCE OF 1 3 2 3 .2 2 FEET: THENCE SOUTH 01 DEGREES 20 MINUTES EAST FOR A DISTANCE OF 1 3 0 4 .5 FEET; THENCE SOUTH 89 DEGREES 48 MINUTES WEST AND PARALLEL WITH THE NORTH BOUNDARY OF SAID BOUNDARY OF SAID SECTION 11 FOR A DISTANCE OF 1 3 2 3 .2 2 FEET TO A POINT ON THE WEST BOUNDARY OF THE ABOVE MENTIONED SECTION 1 1 ; THENCE SOUTH 88 DEGREES 40 MINUTES WEST ALONG THE SOUTH BOUNDARY OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 1 0 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, FOR A DISTANCE OF 1 3 0 1 .1 FEET TO THE SOUTHWEST CORNER OF SAID QUARTER-QUARTER SECTION; THENCE SUBJECT TO: ' ' U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND .CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND HIGHTS-OF-WAY, NOT SHOWN BY THEPUBLIC RECORDS ; AND (3 ) DISCREPANCIES, CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. ' - 2- CAMC-Greco-000603 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROCEED SOUTH 01 DEGREES 20 MINUTES EAST PARALLEL WITH THE EAST BOUNDARY OF THE ABOVE MENTIONED SECTION FOR A DISTANCE OF 274 FEET; THENCE PROCEED SOUTH 88 DEGREES 40 MINUTES WEST AND PARALLEL WITH THE SOUTH BOUNDARY OF SAID NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 10 FOR A DISTANCE OF 4 0 0 FEET; THENCE NORTH 01 DEGREES 20 MINUTES WEST AND PARALLEL WITH THE EAST BOUNDARY OF SAID SECTION 10 FOR A DISTANCE OF 215 FEET, MORE OR LESS, TO THE CENTER OF WEEOKA CREEK; THENCE IN A EASTERLY AND NORTHERLY DIRECTION AND WITH THE MEANDERING OF THE CENTER OF SAID CREEK FOR A DISTANCE OF 6 0 0 FEET, ORE OR LESS, TO A POINT IN THE CENTER OF SAID CREEK; THENCE PROCEED NORTH 55 DEGREES 50 MINUTES EAST FOR A DISTANCE OF 2 6 7 FEET TO A POINT THAT IS 450 FEET NORTH OF THE SOUTHWEST CORNER OF THE ABOVE MENTIONED NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 1 0 ; THENCE CONTINUE NORTH 55 DEGREES 50 MINUTES EAST FOR A DISTANCE OF 1 5 7 1 .8 FEET TO THE POINT OF BEGINNING, CONTAINING 70 ACRES MORE OR LESS, LYING AND BEING IN THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 1 1 , THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 1 0 , AND THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 1 0 , ALL IN TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA. TRACT V I I ; TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA BEGINNING AT THE SOUTHEAST CORNER OF SECTION 3 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA, ALSO BEING THE NORTHEAST CORNER OF SECTION 1 0 , TOWNSHIP 20 SOUTH, RANGE 4 EAST; THENCE SOUTH 55 DEGREES 49 MINUTES 52 SECONDS WEST, ALONG THE NORTHWEST LINE OF TRACT DEEDED TO J . LARRY SIMMONS AND WIFE, LYVONNE SIMMONS BY DEED DATED MARCH 5 , 1 9 8 5 AND RECORDED IN DEED BOOK 5 1 6 , PAGE 3 7 3 , A DISTANCE OF 1 8 6 4 .8 FEET TO THE CENTER OF WEWOKA CREEK; THENCE SOUTHERLY AND WESTERLY ALONG THE MEANDERING CENTER LINE OF SAID CREEK A DISTANCE OF 6 2 2 0 .6 FEET; THENCE NORTH 38 DEGREES 50 MINUTES WEST A DISTANCE OF 9 0 3 .5 FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF TALLADEGA COUNTY ROAD NO. 139 (OLD CHILDERBURGWINTERBORO ROAD); THENCE NORTHEASTERLY ALONG SAID ROAD A DISTANCE OF 4 4 5 7 .2 FEET, MORE OR LESS, TO THE NORTH LINE OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 3; THENCESOUTH 81 DEGREES 49 MINUTES 31 SECONDS EAST A DISTANCE OF 2 8 0 0 .5 3 FEET TO THE EAST LINE OF SAID SECTION 3; THENCE SOUTHERLY ALONG SAID EAST LINE A DISTANCE OF 1 0 0 2 .0 FEET TO THE POINT OF BEGINNING, CONTAINING 2 5 4 .6 2 ACRES, MORE OR LESS, AND BEING subject t o : U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND KlGHTS-OF-WAY,- NOT SHOWN BY THE'PUBLIC RECORDS;' AND (3 ) DISCREPANCIES, CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY TE PUBLIC RECORDS. - 3CAMC-Greco-000604 REDACTED DOCUMENT SCHEDULE 5 - 8 - l a FEE PROPERTY LOCATED IN SECTIONS 3 , 9 AND 1 0 , ALL LYING AND BEING IN TOWNSHIP 2 0 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA. LESS AND EXCEPT: COMMENCING AT THE NORTHEAST CORNER OF SECTION 1 0 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA, THENCE PROCEED SOUTH 58 DEGREES 54 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 2 0 4 4 .1 5 FEET; THENCE PROCEED NORTH 58 DEGREES 53 MINUTES 05 SECONDS WEST FOR A DISTANCE OF 2 1 3 8 .3 1 FEET TO THE POINT OF BEGINNING. FROM THIS BEGINNING POINT CONTINUE NORTH 58 DEGREES 53 MiNUTES 05 SECONDS WEST FOR A DISTANCE OF 1 7 3 .5 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF COUNTY ROAD NO. 1 3 9 ; THENCE PROCEED SOUTH 42 DEGREES 32 MINUTES 45 SECONDS WEST ALONG THE EAST RIGHTOF-WAY LINE OF SAID ROAD FOR A DISTANCE OF 1 3 7 .1 1 FEET; THENCE PROCEED SOUTH 37 DEGREES 32 MINUTES 45 SECONDS WEST ALONG THE EAST RIGHT-OF-WAY LINE OF SAID ROAD FOR A DISTANCE OF 2 3 8 .8 2 FEET TO THE NORTH BOUNDARY OF A 30 FOOT DIRT ROAD; THENCE PROCEED SOUTH 49 DEGREES 42 MINUTES 15 SECONDS WEST ALONG THE NORTH BOUNDARY OF SAID DIRT ROAD FOR A DISTANCE OF 1 2 2 .8 2 FEET; THENCE PROCEED NORTH 64 DEGREES 46 MINUTES 4 5 SECONDS EAST FOR A DISTANCE OF 1 8 6 .5 7 FEET; THENCE PROCEED NORTH 31 DEGREES 49 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 2 3 6 .0 1 FEET TO THE POINT OF BEGINNING. SAID PROPERTY LYING AND BEING IN THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER AND THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 10 AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 3 , TOWNSHIP 2 0 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA, CONTAINING 1 .6 2 ACRES, MORE OR LESS. SUBJECT TO: (!) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY HE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS N BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS. -4 CAMC-Greco-000605 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320140 RESOURCE PROCESSORS OWNED SURFACE ALABAMA TALLADEGA LAND DESCRIPTION: TOWNSHIP 19 SOUTH, RANGE 4 WEST SECTION 2 9 : ALL OF THE NW/4 S E /4 NORTH OF THE SOUTHERN RAILROAD; LESS AND EXCEPT A STRIP OF LAND 2 0 0 FEET WIDE ACROSS THE EAST SIDE OF SAID FORTY. . ALSO, AN EASEMENT NOT TO EXCEED TWENTY FEET IN WIDTH AS NOW LOCATED FROM THE ABOVE AND HEREIN GRANTED PREMISES ACROSS THE LANDS OF GRANTORS TO TALLADEGA CREEK FOR THE PURPOSE OF LAYING A PIPELINE AND CUTTING A DRAINAGE DITCH FROM THE ABOVE AND HEREIN GRANTED PREMISES ACROSS THE LANDS OF GRANTORS TO TALLADEGA CREEK AND TO USE WATER FROM SAID TALLADEGA CREEK PROVIDED SAID PIPELINE IS LAID AT A DEPTH SO AS NOT TO INTERFERE WITH THE CULTIVATION OF THE LANDS OF GRANTORS, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO AND FROM SAID GRANTED EASEMENT FOR THE PURPOSE OF MAINTAINING SAID PIPELINE AND DRAINAGE DITCH AND ALL APPURTENANCES THERETO AND IMPROVE MENTS THEREON OWNED OR POSSESSED BY THE UNDERSIGNED. CONTAINING 2 0 .8 0 SURFACE ACRES, MORE OR LESS, LOCATED IN TALLADEGA COUNTY, ALABAMA SUBJECT TO: ' (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND- CONDITIONS SHOWN BY t HE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS lN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY TKE p u b l ic r e c o r d s. - 5- CAMC-Greco-000606 REDACTED DOCUMENT SCHEDULE 5 . 0 - l a PEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320141 WARD, ROBERT A.,ETUX OWNED SURFACE ALABAMA TALLADEGA LAND DESCRIPTION: TRACT 1 : TOWNSHIP 2 0 SOUTH, RANGE 4 EAST SECTIONS 3 , 9 AND 1 0 : BEGINNING AT THE SOUTHEAST CORNER OF SECTION 3 , ALSO BEING THE NORTHEAST CORNER OF SECTION 1 0 , THENCE SOUTH 55 DEGREES 49 MINUTES 52 SECONDS WEST, ALONG THE NORTHWEST LINE OF THAT TRACT DEEDED TO J . LARRY SIMMONS AND WIFE, LYVONNE SIMMONS BY DEED DATED MARCH 5 , 1 9 8 5 AND RECORDED IN DEED BOOK 5 1 6 , AT PAGE 3 7 3 , A DISTANCE OF 1 , 8 6 4 . 8 FEET TO THE CENTER OF THE WEWOKA CREEK; THENCE SOUTHERLY AND WESTERLY ALONG THE MEANDERING CENTER LINE OF SAID CREEK A DISTANCE OF 6 , 2 2 0 . 6 FEET; THENCE NORTH 38 DEGREES 50 MINUTES WEST, A DISTANCE OF 9 0 3 .5 FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF TALLADEGA COUNTY ROAD NO. 1 3 9 (OLD CHILDERSBURGWINTERBORO ROAD); THENCE NORTHEASTERLY ALONG SA ID ROAD A DISTANCE OF 4 ,4 5 7 .2 FEET, MORE OR LE SS, TO THE NORTH LINE OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 3; THENCE SOUTH 81 DEGREES 49 MINUTES 31 SECONDS EAST A DISTANCE OF 2 ,8 0 0 .5 3 FEET TO THE EAST LINE OF SAID FSEEECTTIOTNO T3H; ETHPOENINCTE OSOFUBTHEEGRINLYNINAGLO. NG SAID EAST LINE A DISTANCE OF 1 ,0 0 2 .*0 CALOANBTAAMIANING 2 5 4 .6 2 ACRES, MORE OR LESS, LOCATED IN TALLADEGA COUNTY, LESS AND EXCEPT; COMMENCE AT THE NORTHEAST CORNER OF SECTION 1 0 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA; THENCE PROCEED SOUTH 58 DEGREES 54 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 2 0 4 4 .1 5 FEET; THENCE PROCEED SUBJECT T O :' ` U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS ANDCONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, -RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS N BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT STUHREVPEYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY -6 CAMC-Greco-000607 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY NORTH 58 DEGREES 53 MINUTES 05 SECONDS WEST FOR A DISTANCE OF 2 1 3 8 .3 1 FEET TO THE POINT OF BEGINNING. FROM THIS. BEGINNING POINT CONTINUE NORTH 58 DEGREES 53 MINUTES 05 SECONDS WEST FOR A DISTANCE OF 1 7 3 .5 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF COUNTY ROAD NO. 1 3 9 ; THENCE PROCEED SOUTH 42 DEGREES 32 MINUTES 45 SECONDS WEST ALONG THE EAST RIGHT-OF-WAY LINE OF SAID ROAD FOR A DISTANCE OF 1 3 7 .1 1 FEET; THENCE PROCEED SOUTH 37 DEGREES 32 MINUTES 45 SECONDS WEST ALONG THE EAST RIGHT-OF-WAY LINE OF SAID ROAD FOR A DISTANCE OF 2 3 8 .8 2 FEET TO THE NORTH BOUNDARY OF A 30 FOOT DIRT ROAD; THENCE PROCEED SOUTH 49 DEGREES 42 MINUTES 15 SECONDS WEST ALONG THE NORTH BOUNDARY OF SAID DIRT ROAD FOR A DISTANCE OF 1 2 2 .8 2 FEET; THENCE PROCEED NORTH 64 DEGREES 46 MINUTES 45 SECONDS EAST FOR A DISTANCE OF 1 8 7 .5 7 FEET; THENCE PROCEED NORTH 31 DEGREES 49 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 2 3 6 .0 1 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED LAND IS LOCATED IN THE NORTHWEST ONE-FOURTH OFTHE NORTHWEST ONE-FOURTH AND THE NORTHEAST ONE-FOURTH OF THE NORTHWEST ONE-FOURTH OF SECTION 10 AND THE SOUTHEAST ONE-FOURTH OF THE SOUTHWEST ONE-FOURTH OF SECTION 3 , TOWNSHIP 20 SOUTH, RANGE 4 EAST, TALLADEGA COUNTY, ALABAMA, AND CONTAINS 1 .6 2 ACRES. TRACT 2: . COMMENCE AT THE NORTHEAST CORNER OF SECTION 1 0 ; THENCE PROCEED SOUTH 58 DEGREES 54 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 2 0 4 4 .1 5 FEET; THENCE PROCEED NORTH 58 DEGREES 53 MINUTES 05 SECONDS WEST FOR A DISTANCE OF 2 1 3 8 .3 1 FEET TO THE POINT OF BEGINNING. FROM THIS BEGINNING POINT CONTINUE NORTH 58 DEGREES 53 MINUTES 0 5 SECONDS WEST FOR A DISTANCE OF 1 7 3 .5 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF COUNTY ROAD NO. 1 3 9 ; THENCE PROCEED SOUTH 42 DEGREES 32 MINUTES 45 SECONDS WEST ALONG THE EAST RIGHT-OF-WAY LINE OF SAID ROAD FOR A DISTANCE OF 1 3 7 .1 1 FEET; THENCE PROCEED SOUTH 37 DEGREES 32 MINUTES 45 SECONDS WEST ALONG THE EAST RIGHTOF-WAY LINE OF SAID ROAD FOR A DISTANCE OF 2 3 8 .8 2 FEET TO THE NORTH BOUNDARY OF A 30 FOOT DIRT ROAD; THENCE PROCEED SOUTH 49 DEGREES 42 MINUTES 15 SECONDS WEST ALONG THE NORTH BOUNDARY OF SAID DIRT ROAD FOR A DISTANCE OF 1 2 2 .8 2 FEET; THENCE PROCEED NORTH 64 DEGREES 46 MINUTES 45 SECONDS EAST FOR A DISTANCE OF 1 8 6 .5 7 FEET; THENCE PROCEED NORTH 31 DEGREES 49 MINUTES 15 SECONDS EAST FOR A DISTANCE OF 2 3 6 .0 1 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED LAND I S LOCATED IN THE NORTHWEST SUBJECT TO: ' (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY HE PUBLIC RECORDS; (2 ) . EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND GHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS N BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT JJVEY INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. - 7CAMC-Greco-000608 REDACTED DOCUMENT i;i" SCHEDULE 5 . 8 - l a , & FEE PROPERTY ' ONE-FOURTH OF THE NORTHWEST ONE-FOURTH AND THE NORTHEAST ONE-FOURTH OF ; THE NORTHWEST ONE-FOURTH OF SECTION 10 AND THE SOUTHEAST ONE-FOURTH OF r, THE SOUTHWEST ONE-FOURTH OF SECTION 3 , TOWNSHIP 20 SOUTH, RANGE 4 EAST. : CONTAINING 1 .6 2 ACRES, MORE OR LESS, LOCATED IN TALLADEGA COUNTY, ALABAMA SUBJECT TO: U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS: (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS: AND ( 3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY the pu blic records. CAMC-Greco-000609 - 8- REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: PEE PROPERTY 320184 BURNS, RALPH, ETAL OWNED SURFACE AND MINERAL ALABAMA TALLADEGA LAND DESCRIPTION: ALL THE SURFACE AND MINERAL ESTATE IN SFIOTLULAOTWESD: IN TALLADEGA COUNTY, ALABAMA, AND TO THAT CERTAIN REAL PROPERTY MORE PARTICULARLY DESCRIBED AS TRACT NO. 1 TM CE AT THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 2 9 , TOWNSHIP 19 SOUTH, RANGE 4 EAST, HUNTSVILLE MERIDIAN DEGRELP? 2 ' Tw ? ^ B^ i NNING- FR M THIS P INT F BEGITM TMCEED NORTH 87 DDIISSTTAANNCCEE^OOFF 3 1 5 .0 FFEEEETT; THENCE PROBCOEtMEDDASMOUT0HF 2SADIDEGQRUEAESRT5E2R*-QUWAERSTTERA DSEISCTTAINOCNEA OF 1 0 6 5 .OS FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY\l!31 OF THE SOUTHERN RAILROAD; THENCE PROCEED NORTH 76 DEGREES 0 8 ' EAST ALONG THE TM RIGHT-OF-WAY LINE OF SAID RAILROAD A D IST A N C E ^" 3 2 8 92 FEET TO J 0N THE EAST BOUNDARY OF SAID QUARTER-QUARTER SECTION- THENCE TM * TTHION2 FDOERGRAEEDS IS5T2A'NC=E* *OFAL907N2G.5 8TEEFEEeTas tTOBTOHUENDPAORIYN^TOFO^FSABIDE^GQINUNARINTGE.R- SAID TRACT NO. BEING LOCATED IN SECTION 2 9 , TOWNSHIP 19 SOUTH RANrP A HUNTSVILLE MERIDIAN. AND CONTAINING 7 .3 7 A ^ r S OR LE s" ' TRACT NO. 2 OQUHARATpERS fOF SETCHTEIONN0RT2H9W, ETSOTWCNOSRHNTEPR19OFSOTHUETHN, ORRATNHGWEEST4 EQUAASRTT, ERHUONFTSTVHILELESOMUETRHIEDAISATN THENCE PROCEED SOUTH 87 DEGREES 37 EAST ALONG T H E ^ O R r ^ L f o F S D subject t o : HTHEGHPTUSB-LrnICr-NuRvEC0MRDnSm^'Ho T? 2 ? F~EeAa^SEMmpEnN^TcST, RIRCITGIH0NTSS-'OF-CW0VAEYN, ANOTRS CANLDAIMCSONODFITEIOANSESMSEHNOTWSNANBDY SlNURVBEOYUNDARY Lt tINmEpcS' ScHmOTMRTAGBEY OTHFEARPUEABL, ICENCRREOCAOCRHDMS;ENATNSDAN(D3 ) ANDYISCFRACETPAS NWCHIEICSH, ACOCNOFRLRICECTTS THE Public LNCS0PREDSTiON " DISCE0SE ATM WHICH A ^ ' nOT sS b CAMC-Greco-000610 - 9- REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY SECTI0N A DISTANCE OF 2 8 .8 1 FEET; THENCE PORCEED SOUTH 13 DEGREES 47 EAST A DISTNACE OF 1 0 9 9 .4 9 FEET TO A POINT OF THE SOUTHERLY RIGHT-OF-WAY LINE OF TALLADEGA COUNTY ROAD 4 6 , THE POINT OF BEGINNING FROM THIS POINT OF BEGINNING PROCEED SOUTH 13 DEGREES 4 7 ' EAST FOR A DISTANCE OF 3 3 2 .6 7 FEET; THENCE PROCEED NORTH 78 DEGREES 40* EAST A DISTANCE OF 3 7 1 .7 5 FEET; THENCE PROCEED NORTH 12 DEGREES 05* WEST A DISTANCE OF 3 6 1 .6 4 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF TALLADEGA COONTY ROAD 4 6 , THENCE PROCEED SOOTH 74 DEGREES 17 *W ESTALONG THE SOOTHERLY RIGHT-OF-WAY LINE OF SAID COUNTY ROAD 46 A D IS T A N T 37 FEET, TO THE POINT OF BEGINNING.SAID TRACT NO. 2 BEING LOCATED IN TOWNSHIP 19 SOOTH, RANGE 4 EAST, SECTION 2 9 , HUNTSVILLE MERIDIAN, CONTAINING 3 .0 ACRES, MORE OR LESS. CAMC-Greco-000611 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FE E PROPERTY 3202X7 01 BALDWIN, CHARLES I . OWNED (W/REMAINDER INTEREST) SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: | ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF CALAVERAS, STATE | OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 1 PARCEL ONE THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 15 AND THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE NORTH HALF OF THE SOUTHWEST Q13UAERATESRT, OMF .DTH.BE.&NMOR. THEAST QUARTER OF SECTION 2 2 , TOWNSHIP 3 NORTH, RANGE PARCEL TWO A NON-EXCLUSIVE 20 FOOT ROAD EASEMENT FOR INGRESS AND EGRESS, OVER, UPON AND ACROSS THAT CERTAIN PARCEL OF LAND IN THE STATE OF CALIFORNIA, COUNTY OF CALAVERAS, DESCRIBED IN THAT DEED RECORDED IN THE OFFICE OF THE CALAVERAS RECORDER IN BOOK 50 AT PAGE 358 THEREOF, BEING A PORTION OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 1 5 , TOWNSHIP 3 NORTH RDAENSGCERIB1E3DEAASSTF, OMLLOOUWNTS: DIABLO BASE AND MERIDIAN AND MORE PARTICULARLY BEGINNING AT THE CENTERLINE OF THE EXISTING DIRT ROAD, AS SHOWN ON THE 1962 USGS QUADRANGLE MAP OF ANGELS CAMP, CALIFORNIA, AT THE WESTERLY BOUNDARY LINE OF THE ABOVE DESCRIBED PARCEL OF LAND AT A POINT 1 0 0 FEET TMHOERESOORUTLHEEASSST, QNOUARTRHTEROFOTFHESECSOTUIOTNHW1E5ST; CORNER OF THE SOUTHEAST QUARTER OF SUBJECT TO: THP nnfEMENTS' ^ H T S -O F -W A Y , RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY ^ ! " C " C0EDS; 121 EASEMHJTS' aiG H T S-O P-W A i, OH CLAIMS O , EASEMENTS AND IM n n m ,!F WAY' N0T SH0HN Bx THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS SUmrovN?ARY L IN E S' SH0RTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TnHPt PdmUBALNICD RINESCPOERCDTS1. 0N 0F the PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 11 CAMC-Greco-000612 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE NORTHEASTERLY ALONG THE EXISTING DIRT ROAD AS SHOWN ON SAID GQUULACDHRARNOGALED. MAP TO ITS TERMINATION AT THE COUNTY ROAD KNOWN AS FRENCH THE ABOVE EASEMENT IS LIMITED TO EMERGENCY USE OF VEHICLES SUCH AS FIR E , POLICE AND AMBULANCE AND THE GRANTEE RESERVES THE RIGHT TO MAINTAIN LOCKED GATES ACROSS THE ROAD AND TO FURNISH KEYS ONLY TO THE GRANTOR OHTISHERHETIHRASNOERMAERSSGIEGNNCYS VANEDHICTOLECSO. NTROL THE USE OF THE ROAD FOR ANY PPUURRPPOOSSEE THE GRANTEE RESERVES THE RIGHT TO MOVE THE ROAD AND EASEMENT AND AGREES TO PROVIDE EQUAL ROAD IMPROVEMENTS ON THE NEW ALIGNMENT FROM FRENCH GULCH ROAD TO THE POINT OF BEGINNING DESCRIBED ABOVE. SUBJECT TO: (1 ) ?INf nBO^OK0NV4E9Y, INPGAGME A4TE4R6 , DCITACLHAVTERASSANCODU0NMTYIN, GC0AMLIIFNOINRGNICAO. MPANY, RECORDED (2 ) "RECO^ RDEEDXCILNUSBIVOOEKEA9S1E,MEPANGTET300G5E, RMCAANLARVIEDRGAES ACONDUNJTUYPIRTEECRORGDOSL. D MINES, (3 ) QUITCLAIM DEED DISCLOSING THE EFFECT OF THE UTICA DITCH THE GOLDCLIFF AND UNION DITCHES TO ANGLES DITCH WATER USER s' eecrde i n bo ok 2?3, p a g e u9> (4 ) DEED OF TRUST TO SECURE AN INDEBTEDNESS IN THE AMOUNT OF TPAOGEWIL1 L6I9A,MCHAULMAVBELREAASNCDOUANRTTHYURRECENOGREDLSB. RECHT, RECORDED IN BOOK 458 ' (5 ) BOTO DATED DUESCEEMAGBERREEM6 E, N1T97("9AGBRETEWEMEEENNTW")ALATNERD WCO. RTPYORROANT,IONTHOGMRAANSTMD. EED TYRON, JOHN C. TYRON AND MARY E. TYRON, GRANTOR, AND ?IN f T^HEf Lr Af 0NUDRSCUEP'ONINGCR- AWNHTEEREE'SINTEGRRMANITNOARTIOHNASOAF RMEIMNIANIGNDEARCTIINVTIETRIEESST OTON ULSAENDOSF. PRROEFPEERRTYTOBYAGGREREAMNETNOTR/GFROARNTFUERETHER CONDITIONS SUBJECT SUBJECT TO: THE PUBLICNREC0RnqGH'I'f 7 ? F" ^ L M RESTRICTI0NS' COVENANTS AND CONDITIONS SHOWN BY INIGHBOtSUNDA- RYwa?r ' EASEMEKTS' HTGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND EH0WN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS TSHUREVPEYUBALNICD T N 5 P P r T T n T AGE RECORDS ^ F AREA' PREMISES EWNCURL0ADCHDMIESNGTLSOASENDANADNYWFHAICCHTSARWEHINCHOTASHCOOWRNREBCYT . CAMC-Greco-000613 - 12 - REDACTED DOCUMENT Fi * SCHEDULE 5 . 8 - l a FEE PROPERTY 1PROPERTY NUMBER: 3 2 0 2 1 8 \ PROPERTY NAME: BENDIX FOREST INTEREST TYPE: OWNED : PROPERTY TYPE: STATE NAME: SURFACE AND MINERAL CALIFORNIA j COUNTY NAME: CALAVERAS ?:> LAND DESCRIPTION: ALL THAT PORTION OF THE S E 1 /4 OF SECTION 9 , T 4N -R 11E, 'COUNTY, CALIFORNIA MORE PARTICULARLY DESCRIBED, M .D .M ., CALAVERAS PARCEL NO. 1 AS SET FORTH ON THAT CERTAIN PARCEL MAP OF A PORTION OF THE S E /4 OF SECTION 9 1T947N,-RC1A1LEA, VMER.ADS.MC.O, UFNITLYEDRECFOORRDRSE. CORD JULY 1 0 , 1980 IN BOOK 4 OF PARCEL MAPS, PPAAGGEE ALSO RESERVING THEREFROM AN EASEMENT FOR UTILITY PURPOSES BEGINNING AT THE 445.43 FEET TO TH0EF EATHSTEERCN0NVBEOYUENDDARPYR OpNERATNY, ANnGeaLrE OTHFESW. A7T7ERDTEOGWREEERS, A3N2D* E05X"TENEDING BEING 15 FEET IN WIDTH. ALSO RESERVING THEREFROM A UTILITY EASEMENT ACROSs ' t HE OWHEAST CORNER OF THE CONVEYED PROPERTY ALONG AN ANGLE OF " " S gREEE 1 0 RRIIGGHHTT "OnFr INGRESS AFNEDETE'GRBEESISNGFO1R5 MFAEIENTTE1NANWCEIDTPHU.RPODSOETSH. EASEMENTS INCLUDE THE 'rGHnRIaMAHNSwTEOL\DRF!' SHRTCETSqAUInNCESCDEcScSTnOORYITOSSNAPNSRUDOCAPCESERSSTISGY0RN: SS, ATNHDEAFSOSLIGLONWS,INGHENREOBNY-EGXRCALNUTSSVIETOEGASREAMNTEENETSFOORVER EASEMENT NO. 1 - SPUR TRACT i S m S c TM L ? GRANTOR S RETTOAIiCNKEDPPraR,PO0PSEERSTY0. HLGIRDANPT0OSR' A0 VNDB RG- RAANCTRE0ESSSHTAOLLS" PL 0IT O*p CCLARSS OnFF EACH PARTY USINGF GSARIADNTS0PRU`RS STPRUARCKT. RACK IN ACCORDANCE WITH THE NUMBER SUBJECT TO: The P U B f?rNO FrnD niGH,rS_OF~WAY' RESTRICTI0NS, COVENANTS AND CONDITIONS SHOWN BY RIGHTS OF ,, av M n^'c n EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS. OF EASEMENTS AND 'SinURbVEoEYYu nAidnNanDr y ^ PUBLIC RINE SCtPnOEfRCqDTSI.OSSNHS0ROLTFATMGTHEE0TFHPREAEMRPUEISABE'LSICEWNCROREUOLCAD0CRHDMDSI;ESNCaTLnSOdASEN(D3A) NANDdYisWcFHrAICCeHTp SaAnWRcEHieICNsHO, TAc oCnOfRlRi cEtCsT SHOWN BY CAMC-Greco-000614 - 13 - REDACTED DOCUMENT SCHEDULE 5 . 8 - la EASEMENT NO. 2 - WATER FEE PROPERTY AN EASEMENT FROM GRANTOR'S WATER TOWER ALONG THE NORTHERN BOUNDARY OF GRANTOR'S RETAINED PROPERTY TO GRANTEE'S PROPERTY CONVEYED HEREIN FOR WATER PIPE L IN E PURPOSES AND WATER USE PURPOSES. GRANTEE AGREES TO SHARE WITH GRANTOR THE COST FOR CAPITAL REPAIR AND MAINTENANCE OF SAID WATER TOWER AND APPURTENANCES THERETO I1TS TOHWENRPAITPIOELOINFER. ESPECTIVE SPRINKLER FLOW CAPACITIES. GRANTEE SHAl" TM i n TM S THIS EASEMENT SHALL BE TERMINATED IMMEDIATELY SHOULD ANY PUBLIC BODY DETERMINE THAT GRANTOR IS SUBJECT TO REGULATION AS A PUBLIC UTILITY BECAUSE OF GRANTEE'S A GJ RLE2ESe ,WTOATGERRAFNRT GMRASANTIDEEWAANTEREASTE0MWEENRT- ANIND TSUHCEH OTHEROAFCSCUECSHSORTYERRMIIGNHATTSIOSNO, GTHRAANTTOR GRANTEE MAY DRILL A WELL ON THE SUBJECT PROPERTY IN CLOSE PROXIMITY TO THE NEEXCISETSISNAGRYWFEOLRL GONRATNHTEEER'SETUASINEEDOFPRTHOEPERSUTYBJEACNTD PORBOTPAEINRTSYU. CH WATER AS IS REASONABLY kaasonably EASEMENT NUMBER 3 - U TIL IT IES GRANTOR GRANTS TO GRANTEE AN EASEMENT 1 5 ' IN WIDTH FOR UNDERGROUND POWER AND WATER LINES ACROSS THE WESTERN 2 0 ' STRIP OF RETAINED PROPERTY. GRANTOR ALSO GRANTS AN EASEMENT FOR A 2" UNDERGROUND GAS LINE BEGINNING 50 FEET MORE OR LESS F THE S0UTHEAST CORNER OF THE PROPERTY CONVEYED AND EXTENDING 5 0 FEET Z l OR L E S S .TM GRSNT0R' S SAID LINE SHALL THEN EXTEND SOUTH 4 7 0 FEET EASEMENT NUMBER 4 - DRIVEWAY .7 6 FEET FR2OMINSGTARTEESSHIAGNHWAEYGR1E2SSTOACRTH ESSSOGURTAH"TEOASRT'SCOERXNISETRINOGF TDHREIVEPWRAOYPERETXYTENBDEIINNGG SHALL BE RHEEPROERITNE-D AINNYADAVTAENCREIALTOCTHHAENGOETHINERTHPAERUTSYE. OF THAT PORTION OF THE DRIVEWAY A r ! ^ c V LSO AGREES THAT SH ULD GRANTEE IN THE FUTURE HAVE NEED OF A PRIVATE G R A N T O R ^ ^ H n TM ETWEEN THE PR PERTY GRANTED HEREIN AND PROPERTY TO Thu WEST OF WSEM^t r f TRIP F RETAINED PROPERTY, GRANTOR SHALL GRANT GRANTEE AN REGULATIONS EET IN WIDTH BY 20 FEET' R OF A WIDTH REQUIRED BY COUNTY SUBJECT TO: " B L icNN F m B n=GHT^ ? F` ^ ; RESTRICTI0,'S ' COVENANTS AND CONDITIONS SHOWN BF SIGSTS-of wav TH F WAY' not' cunTM N 0 T SH0WN J ' ASEMEm'S , HIGHTS-OF-WAV, OH CLAIMS OF EASEMENTS AND BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES r n u F r T f' T c sUH?ErASDYIN SPFrTTnN RTAGE F AREA' ENCR0ACHMENTS AND ANY FACTS WHICH A CORRECT THE PUBLIC RECORDSION ^ ^ PREMISES W0UI<D D ISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000615 - ]1 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY l SUBJECT TO: (1 ) "THE RIGHT OF THE PROPRIETOR OF ANY LODE CLAIM, THE VEIN OR LODE OF WHICH HAS IT S TOP OR APEX OUTSIDE OF THE LAND HEREIN DESCRIBED AND WHICH VEIN OR LODE MAY BE FOUND TO PENETRATE, INTERSECT, PASS THROUGH, OR D IP INTO SAID LAND THROUGH THE SID E LINES OF SAID LODE CLAIM,TO ENTER SAID LAND ALONG THE DIP OF SAID VEIN OR LODE FOR THE PURPOSE OF EXTRACTING AND REMOVING THE ORE THEREFROM." (2 ) THE PROVISIONS, RESERVATIONS AND EASEMENT CONTAINED IN THE PATENT FROM THE UNITED STATES OF AMERICA, DATED APRIL 5 , 1 9 8 4 , RECORDED MAY 1 6 , F1O8L9L4O, WISN: BOOK 3 OF PATENTS, PAGE 1 7 5 , CALAVERAS COUNTY RECORDS, AS FIRST: THAT THE PREMISES HEREBY CONVEYED SHALL BE HELD SUBJECT TO ANY VESTED AND ACCURED WATER RIGHTS FOR MINING, AGRICULTURAL, MANUFACTURING, OR OTHER PURPOSES, AND RIGHTS TO DITCHES AND RESERVOIRS USED IN CONNECTION WITH SUCH WATER RIGHTS, AS MAY BE RECOGNIZED AND ACKNOWLEDGED BY THE LOCAL LAWS, CUSTOMS, AND DECISIONS OF THE COURTS. AND THERE I S RESERVED FROM THE LANDS HEREBY GRANTED A RIGHT OF WAY TUHNEITREEDONSTFOARTEDSI.TCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE SECOND: THAT IN THE ABSENCE OF NECESSARY LEGISLATION BY CONGRESS, THE LEGISLATURE OF CALIFORNIA MAY PROVIDE RULES FOR WORKING THE MINING CLAIM OR PREMISES HEREBY GRANTED, INVOLVING EASEMENTS, DRAINAGE AND OTHER NECESSARY MEANS TO THE COMPLETE DEVELOPMENT THEREOF. THIRD: THAT THE PREMISES HEREBY CONVEYED MAY BE ENTERED BY THE PROPRIETOR OF ANY VEIN OR LODE OF QUARTZ OR OTHER ROCK IN PLACE BEARING GOLD, SILVER, CINNABAR, LEAD, T IN , COPPER, OR OTHER VALUABLE DEPOSITS, FOR THE PURPOSE OF EXTRACTING AND REMOVING THE ORE FROM SUCH VEIN OR LODE, SHOULD THE SAME, OR ANY PART THEREOF, BE FOUND TO PENETRATE, INTERSECT, PASS THROUGH OR DIP INTO THE MINING GROUND OR PREMISES HEREBY GRANTED. SUBJECT TO: - s. mui, C E M E N T S , RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY *I DTrmUBLIC REC0RDS; <2 > EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN J*S~0F "MAY' N0T SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS Smrn UNDARY LIN E S/ SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TiHuEn EPYUBALNICD RINESCPOERCDTS.ION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 15 - CAMC-Greco-000616 REDACTED DOCUMENT SCHEDULE 5 . 6 - l a FEE PROPERTY (3 ) AN EASEMENT FOR POLE LINES, AND INCIDENTIAL PURPOSES AS GRANTED TO PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION, IN DEED CRAECLOAVREDREDASDCEOCEUMNTBYERRE3C0 O, R1D9S4. 7 IN BOOK 47 OF OFFICIAL RECORDS, PAGE 212 (4 ) 15 FOOT WIDE PUBLIC UTILITY EASEMENT FOR THE OVERHANG OF UTILITY FACILITIES AND ANCHOR GUYS; AND EXISTING POWER L IN E S, ALL AS SET FORTH ON THAT PARCEL MAP, FILED FOR RECORD JULY 1 0 , 1 9 8 0 IN BOOK 4 OF PARCEL MAPS, PAGE 1 9 7 , CALAVERAS COUNTY RECORDS. F subject to: - - THE PUBLICNR F rn n n c? HTf ? F~ ^ c ' RESTRICTI0NS' COVENANTS AND CONDITIONS SHOWN BY RlGHTS-OF wav Mnrp'e 2 RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IS B o L n lp v f S BY THE PUBLIC REC0RDS' AND ( 3 ) DISCREPANCIES, CONFLICTS TSHUERVrEYu nAi,NicD RITNEwSCqPOoERSCD^TS-Ir.OnNH0ROTFAGTHEE0FPRAEMREISAE' S EWNCORU0LADCHMDIESNCTLSOASENDANADNYWFHAICCHTSARWEHICNHOTASHCOOWRNREBCYT CAMC-Greco-000617 16 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY HUMBER PROPERTY NAME INTEREST TYPE PROPERTY TYPE STATE NAME COUNTY NAME 320220 LOTS 83D , 8 4 -A , &85 OWNED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: CTHAELIFFOOLRLNOIWA:ING DESCRIBED REAL PROPERTY IN THE COUNTY OF CALAVERAS, STATE OF LOTS 8 3 -A AND 8 3 -B OF MURPHYS PINES UNIT 1 , IN THE COUNTY OF CALAVERAS, STATE OF CALIFORNIA, AS SET FORTH ON THE RECORD OF SURVEY MAP RECORDED MAY 2 , 1 9 6 8 , IN BOOK 7 OF RECORD OF SURVEYS, AT PAGE 8 , CALAVERAS COUNTY RECORDS. SAID LOTS BEING A PORTION OF LOT 83 OF MURPHYS PINES UNIT 1 , AS SET FORTH ON THE OFFICIAL MAP THEREOF, FILED FOR RECORD FEBRUARY 1 9 , 1 9 6 8 IN BOOK 3 OF SUBDIVISION MAPS PAGE 1 4 , CALAVERAS COUNTY RECORDS. (CONVEYED BY CORPORATION GRANT DEED DATED* NDOEECLEMABE. RLI3L, LY19, 91HUSFRBOAMNDBYANNEDRWCIAFTET.L) E COMPANY, GRANTOR, TO LAWRENCE P . LILLY AND LOT 8 3 -D OF MURPHYS PINES UNIT 1 , AS SET FORTH ON THE RECORD OF SURVEYS MAP RSErCnOoRnDfS0. SAID2 ' LO1T9 68BEITMNGBA PKOR7 TIOPNROEFC0RLDOT0F83 SUORF VMEUYRSP' HAYTS PPAINGEES 7U, NCITALA1 V, EARSASSECTOUNTY OFOFRMTHAPOSN, CTHALEAVOEFRFAICSIACLOUMNTAYP RTHECEORREODSF., FILED FOR RECORD FEBRUARY 1 9 , 1 9 6 8 IN BOOK 3 LOT 8 4 -A OF MURPHYS PINES UNIT 1 , IN THE COUNTY OF CALAVERAS, STATE OF CALIFORNIA, AS SET FORTH ON THE RECORD OF SURVEY MAP RECORDED JUNE 6 , 1 9 6 8 IN BOOK 7 OF RECORD OF SURVEYS AT PAGE 3 0 , CALAVERAS COUNTY RECORDS. SAID LOT TM t A P0RTI0N 0F SAID LOT 84 OF MURPHYS PINES UNIT 1 , AS SET FORTH ON THE OCAFLFAICVIEARLASMCAOPUNTTHYERREEOCFO, RFDISL.ED FOR RECORD FEBRUARY 1 9 , 1 9 6 8 IN BOOK 3 OF MAPS, B"OOKSJE?T3 OFOFRTMMHAUPBOSPN,HICTSHALEPATMOVEEFRSFAICSTMIAC1OTLUNMl TA-YPTMTRHECTMEORERODCSFO., UFNITLYEDOFFOCRALRAEVCEORRADS , FESBTRAUTAERYOF1C9 A, L1IF9O6 8RNIINA, SUBJECT TO: J i! ^ f M2NT S , RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R lr^c EC0RDS (2 ) EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND SINURu DARY LINNE0ST' SSHH0OWRNTABGYE TOHFEAPRUEBAL, ICENCRREOCA0CRHDMS'ENATNSDAN( 3D) ANDYISCFRACETPSANWCHIEICSH, ACOCNOFRLRICETCST THF PSUnBLIC RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - ]7 - CAMC-Greco-000618 !" REDACTED DOCUMENT SCHEDU LE 5 . 8 - la FEE PROPERTY SUBJECT TO: (1 ) COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS, LIENS AND CHARGES SET FORTH IN THE DECLARATION OF RESTRICTIONS, EXECUTED BY JOHN D . LINDSEY, DOING BUSINESS AS MARC DEVELOPMENT C O ., RECORDED FEBRUARY 2 0 , 1 9 6 8 IN BOOK 2 4 8 OF OFFICIAL RECORDS, PAGE 5 9 7 , CALAVERAS COUNTY RECORDS. MODIFICATION OF RESTRICTIONS, RECORDED MARCH 2 5 , 1 9 6 8 IN BOOK 2 5 1 OF OFFICIAL RECORDS, PAGE 2 8 5 , CALAVERAS COUNTY RECORDS. SAID COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS, LIENS AND CHARGES HAVE BEEN INCORPORATED BY REFERENCE THERETO IN DEED RECORDED JANUARY 6 , 1 9 6 9 IN BOOK 2 7 3 OF OFFICIAL RECORDS, PAGE 3 4 0 , CALAVERAS COUNTY RECORDS. N"ARTEISOTNRAICLTOIORNIGS INHEARREEIND, EILNETAENDY.", BASED ON RACE, COLOR, RELIGION OR (2 ) A 10 FOOT PUBLIC UTILITY EASEMENT ALONG EACH SIDE OF ALL SID E AND REAR LOT LINES AND 10 FEET ALONG THE SUBDIVISION BOUNDARY; A 30 FOOT BUILDING SETBACK FROM ALL ROAD RIGHT-OF-WAY LINES; A 10 FOOT ROAD MAINTENANCE EASEMENT FROM ALL ROAD RIGHT-OF-WAY LINES; A 50 FOOT PRIVATE ROAD EASEMENT; A 20 FOOT DRAINAGE EASEMENT DOWN GULLY; ALL AS SET FORTH ON THE MAP OF MURPHYS PINES UNIT NO. 1 , FILED FOR RECORD FEBRUARY 1 9 , 1 9 6 8 IN BOOK 3 OF MAPS, CALAVERAS COUNTY RECORDS. (3 ) A NON-EXCLUSIVE EASEMENT FOR ROADWAY PURPOSES OVER AND ACROSS LOT 8 3 -A , SET FORTH AS A PRIVATE ROAD EASEMENT ON THE SURVEY MAP, RECORDED MAY 2 , 1 9 6 8 IN BOOK 7 OF RECORD OF SURVEYS, PAGE 7 , CALAVERAS COUNTY RECORDS, AS RESERVED BY JOHN D. LINDSEY, DOING BUSINESS AS MARC DEVELOPMENT C O ., IN DEED RECORDED JANUARY 6 , 1 9 6 9 IN BOOK 273 OF OFFICIAL RECORDS,. PAGE 3 4 0 , CALAVERAS COUNTY RECORDS. (4 ) AN EASEMENT FOR ROADWAY PURPOSES OVER AND ACROSS THE EXISTING ROADWAYS OVER LOG 8 3 -A , AS RESERVED IN DEED BY JOHN D. LINDSEY, DOING BUSINESS AS MARC DEVELOPMENT C O ., RECORDED JANUARY 6 , 1 9 6 9 , IN BOOK 2 7 3 OF OFFICIAL RECORDS, PAGE 3 4 0 , CALAVERAS COUNTY RECORDS. SUBJECT TO: Thu ^SEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY Rlrw<t.cBLIC REC0RDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN * - ? F- WAY' N T SH0WN BY THE p UELIC RECORDS; AND ( 3 )' DISCREPANCIES, CONFLICTS SUrvpvNDARY LIN ES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT HP PnUBALNICD RINESCPOERCDTS.I0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 18 CAMC-Greco-000619 WWW"ljlliPiWBBWIWWWlP^ Ui4iByitP !!|||H I||.i]il,ij|J| i|i REDACTED DOCUMENT SCHEDU LE 5 - 8 - l a FEE PROPERTY (5 ) A NON-EXCLUSIVE EASEMENT FOR ROADWAY PURPOSES OVER AND ACROSS LOT 8 3 -B , SET FORTH AS A PRIVATE ROAD EASEMENT ON THE SURVEY MAP, RECORDED MAY 2 , 1 9 6 8 IN BOOK 7 OF RECORD OF SURVEYS, PAGE 7 , CALAVERAS COUNTY RECORDS, AS RESERVED BY JOHN D. LINDSEY, DOING BUSINESS AS MARC DEVELOPMENT C O ., IN DEED RECORDED JULY 1 6 , 1968 IN BOOK 2 6 0 OF OFFICIAL RECORDS, PAGE 3 5 2 , CALAVERAS COUNTY RECORDS. (6 ) A NON-EXCLUSIVE RIGHT-OF-WAY TO USE OF ALL ROADS AS SET FORTH ON THE OFFICIAL MAP OF MURPHYS PINES UNIT 1 , FILED FOR RECORD FEBRUARY 1 9 , 1 9 6 8 IN BOOK 3 OF MAPS, CALAVERAS COUNTY RECORDS, AS GRANTED TO MOTHER LODE LAND COMPANY, IN DEED RECORDED JULY 3 0 , 1968 IN BOOK 2 6 2 OF OFFICIAL RECORDS, PAGE 3 1 9 , CALAVERAS COUNTY RECORDS. (7 ) A 50 FOOT PRIVATE ROAD EASEMENT AS SET FORTH ON THAT RECORD OF SURVEY M7 ,APCAFILLAEVDERAFOSRCOREUCNOTYRDRMECAYOR2D,S. 1 9 6 8 IN BOOK 7 OF RECORD OF SURVEYS, PAGE ? (8 ) A NON-EXCLUSIVE EASEMENT FOR ROADWAY PURPOSES OVER AND ACROSS SAID LOT ? ET F0RTH AS A PRIVATE ROAD EASEMENT ON SAID MAP OF MURPHYS PINES UNIT 1 , AS RESERVED IN DEED BY JOHN D . LINDSEY, DOING BUSINESS AS MARC f DEVELOPMENT C O ., RECORDED JULY 2 , 1 9 6 8 IN BOOK 259 OF OFFICIAL RECORDS, PAGE 3 9 2 , CALAVERAS COUNTY RECORDS. subject to: - . ) InVJnll*TIHGEHTPSU-B0LFIC-WNRAECYORDqGHTf ? ? Fn~fp afcTMMrE.RNETSST' RIRCITGIHOTNSS-'OF-CW0VAEYN, ANOTRS ACNLDAIMCSONODFITEIOANSESMSEHNOTWSNANBYD IN BOUNDARY T P H n S L rp ? PUBLIC RECR DS i AND (3 ) DISCREPANCIES, CONFLICTS SURVPEUYBAALNNICDD RiTnENsCqpOPeRPcDrtTSiT.onnwOnpFATSHLE PFRAEMREISAE' S EWNCORU0LADCHMDEISNCTLSOSAENDANADNYWFHAICCHTSAWREHICNHOTASHCOOWRRNECBYT - 19 - CAMC-Greco-000620 .'IlH -H W REDACTED DOCUMENT SCHEDULE 5 .8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320222 HOPPE, MAURICE J . OWNED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: CTHAELIFFOOLRLNOIWA:ING DESCRIBED REAL PROPERTY IN THE COUNTY OF CALAVERAS, STATE OF LOT 8 4 -B OF MURPHYS PINES UNIT 1 , AS SET FORTH ON THE RECORD OF SURVEY MAP CROECUONTRYDEDREMCOAYRD2S,. 1 9 6 8 IN BOOK 7 OF RECORD OF SURVEYS, AT PAGE 8 , CALAVERAS SAID LOT BEING A PORTION OF LOT 84 OF MURPHYS PINES UNIT 1 , AS SET FORTH ON THE OFFICIAL MAP THEREOF, FILED FOR RECORD FEBRUARY 1 9 , 1968 IN BOOK 3 OF SUBDIVISION MAPS, PAGE 1 4 , CALAVERAS COUNTY RECORDS. SUBJECT TO: i (1 ) A 10 FOOT PUBLIC UTILITY EASEMENT ALONG EACH SIDE OF ALL SIDE AND REAR LOT LINES AND 10 FEET ALONG THE SUBDIVISION BOUNDARY; A 30 FOOT BUILDING SETBACK FROM ALL ROAD RIGHT-OF-WAY LIN ES; A 10 FOOT ROAD MAINTENANCE EASEMENT FROM ALL ROAD RIGHT-OF-WAY LINES; ALL AS SET FORTH ON THE MAP OF MURPHYS PINES UNIT NO. 1 , FILED FOR RECORD FEBRUARY 1 9 , 1 9 6 8 IN BOOK 3 OF MAPS, CALAVERAS COUNTY RECORDS. (2 ) COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS, LIENS I| AND CHARGES SET FORTH IN THE DECLARATION OF RESTRICTIONS, EXECUTED BY J0HN D* LINDSEY, DOING BUSINESS AS MARC DEVELOPMENT C O ., RECORDED i CFEOBURNUTAYRYRE2C0O,RD1S9. 6 8 IN BOOK 248 OF OFFICIAL RECORDS, PAGE 5 9 7 , CALAVERAS SUBJECT TO: - i ^ C E M E N T S , RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND , RIGHTS-OF-WAY; NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TPHUREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 20 CAMC-Greco-000621 REDACTED DOCUMENT SCH ED U LE S 8 l FE E PROPERTY MODIFICATION OF RESTRICTIONS, RECORDED MARCH 2 5 , 1 9 6 8 IN BOOK 2 51 OF OFFICIAL RECORDS, PAGE 2 8 5 , CALAVERAS COUNTY RECORDS. SAID COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMEN T S, LIENS AND CHARGES HAVE BEEN INCORPORATED BY REFERENCE THERETO I N DEED RECORDED AUGUST 5 , 1 9 68 IN BOOK 263 OF OFFICIAL RECORDS, PAGE 1 82 CALAVERAS COUNTY RECORDS. "RESTRICTIONS HEREIN, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED." t (3 ) A SO FOOT PRIVATE ROAD EASEMENT AS SET FORTH ON THAT RECORD OF ; SURVEY'MAP, FILED FOR RECORD JUNE 6 , 1 9 6 8 IN BOOK 7 OF RECORD OF 5 SURVEYS, PAGE 3 0 , CALAVERAS COUNTY RECORDS. i ; (4 ) AS EASEMENT FOR ROADWAY PURPOSES OVER AND ACROSS THE EXISTING ROADWAYS | OVER LOT 8 4 --B AS RESERVED IN DEED BY JOHN D . LINDSEY, DOING BUSINESS | AS MARC DEVELOPMENT C O ., RECORDED AUGUST 5 , 1 9 6 8 IN BOOK 2 6 3 OF OFFICIAL RECORDS, PAGE 8 2 , CALAVERAS COUNTY RECORDS. J f \ U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND f HIGHTS-OF-WAY, NOT SHOWN BY"THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY >*; THE PUBLIC RECORDS. CAMC-Greco-000622 REDACTED DOCUMENT SCHEDULE 5 . 8 - la FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320224 MILLARD, D ., ET UX OWNED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: THE FOLLOWING DESCRIBED REAL PROPERTY IN THE COUNTY OF CALAVERAS, STATE OF CALIFORNIA: PARCEL 4 AS SHOWN ON THAT PARCEL MAP OF A PORTION OF THE WEST HALF OF SECTION 1 AND THE EAST HALF OF SECTION 2 , TOWNSHIP 2 NORTH, RANGE 13 EAST, M .D .B .& M ., FILED FOR RECORD JUNE 2 , 1975 IN BOOK 2 OF PARCEL MAPS, PAGE 9 0 , CALAVERAS COUNTY RECORDS. SUBJECT TO: (1 ) THE THEREIN DESCRIBED PREMISES LIES IN PART, WITHIN THE UNION PUBLIC UTILITY DISTRICT, AS DISCLOSED BY CERTIFICATE, RECORDED AUGUST 1 0 , 1 9 4 6 IN BOOK 38 OF OFFICIAL RECORDS, PAGE 4 3 7 , CALAVERAS COUNTY RECORDS, AND IS SUBJECT TO THE EASEMENTS, CHARGES AND ASSESSMENTS THEREOF. ACCORDING TO THE RECORDS OF SAID DISTRICT, THERE ARE NO DUE OR DELINQUENT CHARGES OR ASSESSMENTS. ( 2 ) THE EFFECT OF THE 7 - 1 /2 FOOT PUBLIC UTILITY EASEMENTS, AND 1 0 0 FOOT SANITARY SET BACK FROM DRAINAGE ALL AS SET FORTH ON THAT PARCEL MAP FILED FOR RECORD JUNE 2 , 1 9 7 5 IN BOOK 2 OF PARCEL MAPS, PAGE 9 0 , CALAVERAS COUNTY RECORDS. ( 3 ) SUCH RIGHTS AND EASEMENTS WHICH MAY EXIST IN AND TO RED HILL ROAD, AS SET FORTH ON THAT PARCEL MAP FILED FOR RECORD JUNE 2 , 1 9 7 5 IN BOOK 2 OF PARCEL MAPS, PAGE 9 0 , CALAVERAS COUNTY RECORDS. SUBJECT TO: - (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY the PUBLIC RECORDS. - 22 - CAMC-Greco-000623 REDACTED DOCUMENT SCHEDULE 5 - 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320225 SANDERS, M. L . , ETAL OWNED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: CTHAELIFFOOLRLNOIWA:ING DESCRIBED REAL PROPERTY IN THE COUNTY OF CALAVERAS, STATE OF PARCEL 3 AS SHOWN ON THAT PARCEL MAP OF A PORTION OF THE WEST HALF OF SECTION 1 AND THE EAST HALF OF SECTION 2 , TOWNSHIP 2 NORTH, RANGE 13 EAST, M .D .B .& M ., FILED FOR RECORD JUNE 2 , PAGE 9 0 , CALAVERAS COUNTY RECORDS. 1975 IN BOOK 2 OF PARCEL `MAPS, SUBJECT TO: (1 ) THE THEREIN DESCRIBED PREMISES LIES IN PART, WITHIN THE UNION PUBLIC UTILITY D ISTR IC T, AS DISCLOSED BY CERTIFICATE, RECORDED AUGUST 1 0 , 1 9 4 6 IN BOOK 38 OF OFFICIAL RECORDS, PAGE 4 3 7 , CALAVERAS COUNTY RECORDS, AND I S SUBJECT TO THE EASEMENTS, CHARGES AND ASSESSMENTS OTRHEDREELOIFN.QUEANCTCOCRHDAINRGGETSOORTHAESSREESCSOMRDESNTOSF. SAID DISTRICT, THERE ARE NO DUE (2 ) THE EFFECT OF THE 7 - 1 /2 FOOT PUBLIC UTILITY EASEMENTS, FILED FOR CROECUONTRYD RJUENCEOR2D,S. 1 9 7 5 IN BOOK 2 OF PARCEL MAPS, PAGE 9 0 , CALAVERAS (3J SUCH RIGHTS AND EASEMENTS WHICH MAY EXIST IN AND TO RED HILL ROAD, AS SET FORTH ON THAT PARCEL MAP FILED FOR RECORD JUNE 2 , 1 9 75 IN BOOK 2 OF PARCEL MAPS, PAGE 9 0 , CALAVERAS COUNTY RECORDS. SUBJECT TO: - - % COVENANTS AND CONDITIONS SHOWN BY RIGHTS ni? u , v e a se m e n t s, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BOUNDARVA tmpcT BY TH PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS SURVEY ANn TM ^ n - U ^ H RTAGE F ENCR0ACHMENTS AND ANY FACTS WHICH A CORRECT TE PUBLIC R E C O R D S ^ ^ ^ PREMISES W ULD DISCI*OSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000624 - 23 - REDACTED DOCUMENT ft" S C H E D U LE 5 . B - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320226 FISHER, D. R, ET UX OWNED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: TCHAELIFFOOLRLNOIWA:ING DESCRIBED REAL PROPERTY IN THE COUNTY OF CALAVERAS, STATE OF PARCEL 2 AS SHOWN ON THAT PARCEL MAP OF PORTIONS OF SECTIONS 1 AND 2 , TOWNSHIP 2 NORTH, RANGE 13 EAST, M .D .B .& M ., AND A PORTION OF SECTION 3 6 , TOWNSHIP 3 NORTH, RANGE 13 EAST, M .D .B .& M ., AND ALSO A PORTION OF A PORTION OF SECTION 6 , TOWNSHIP 2 NORTH, RANGE 14 EAST, M .D .B .& M ., FILED CFOARLARVEECROARSDCOFEUBNRTUYARRYECO1 3R,DS1. 976 IN BOOK 2 OF PARCEL MAPS, PAGE 1 5 7 , \ SUBJECT TO: (1 ) THE 30 FOOT EASEMENT FOR RED HILL ROAD AND A 24 FOOT WIDE EASEMENT TO UNION PACIFIC UTILITY DISTRICT ALONG EXISTING DITCH AND PIPE LINE ALL AS SET FORTH ON THAT PARCEL MAP, FILED FOR RECORD FEBRUARY 1 3 , 1976 IN BOOK 2 OF PARCEL MAP, PAGE 1 5 7 , CALAVERAS COUNTY RECORDS. ( 2 ) EASEMENT FOR PIPE LINE AND INCIDENTIAL PURPOSES AS GRANTED TO THE CALAVERAS WATER USERS ASSOCIATION, IN C ., RECORDED AUGUST 1 4 , 1 9 6 1 , IN BOOK 1 4 3 OF OFFICIAL RECORDS, PAGE 5 7 , CALAVERAS COUNTY RECORDS. ( 3 ) EASEMENT BETWEEN WESTERN SOURCE, IN C ., GRANTOR, AND PACIFIC GAS AND ELECTRIC COMPANY, GRANTEE, DATED JULY 3 1 , 1 9 8 0 , RECORDED AT BOOK 5 6 5 , PAGE 4 5 6 , CALAVERAS COUNTY RECORDS AND DESCRIBED AS PARCEL 2 AS SHOWN UPON THE PARCEL MAP FILED FOR RREECCOORRDDSI.N BOOK 2 OF PARCEL MAPS AT PAGE 1 5 7 , CALAVERAS COUNTY SUBJECT TO: ' (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY ,, PUBL:IC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT PURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY I the PUBLIC RECORDS. - 24 CAMC-Greco-000625 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY ( 4 ) BASEMENT DATED FEBRUARY 1 2 , 1988 BETWEEN WESTERN SOURCE, IN C ., GRANTOR, AND UNION PACIFIC UTILITY DISTRICT, GRANTEE, RECORDED AT BOOK 8 6 9 , PAGE 8 6 , CALAVERAS COUNTY RECORDS. THIS IS A 10 FOOT WIDE EASEMENT FOR MAINTAINING WATER P IP E L IN E S, LYING IN A PORTION OF THE WEST HALF OF SECTION 1 , TOWNSHIP 2 NORTH, RANGE 13 EAST, M .D .M ., CALAVERAS COUNTY, CALIFORNIA. SUBJECT TO: U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY E PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY i. , CAMC-Greco-000626 25 $ REDACTED DOCUMENT SCHEDULE 5 - 8 - la FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320252 A DUNN PURCHASE OWNED SURFACE AND MINERAI CALIFORNIA SAN BERNARDINO LAND DESCRIPTION: AN UNDIVIDED 50% INTEREST IN AND TO THE FEE ESTATE DESCRIBED AS FOLLOWS: TOWNSHIP 11 NORTH, RANGE 5 EAST, SBBM SECTION 11: SW/4 SUBJECT TO: GRANT OF EASEMENT FROM CYPRUS MINES CORPORATION, GRANTOR, TO CONTINENTAL TELEPHONE COMPANY OF CALIFORNIA DATED MAY 1 4 , 1 9 7 0 : (1 ) A 10 FOOT STRIP OF LAND LYING WITHIN THE SW/4 OF SECTION 1 1 , TOWNSHIP 11 NORTH, RANGE 5 EAST, S .B .M .; THE CENTER LINE OF WHICH IS' DESCRIBED AS: BEGINNING AT A POINT ON THE WEST LINE OF SAID SOUTHWEST QUARTER, 3 3 8 .9 4 FEET SOUTH OF THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 45 DEGREES 4 O '00" EAST, 3 7 8 .8 8 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "A"; THENCE NORTH 47 DEGREES 5 4 *0 0 " EAST, 1 1 0 .8 4 FEET TO A POINT ON THE NORTH LINE OF SAID SOUTHWEST QUARTER, 3 6 5 .8 4 FEET OF SAID a NORTHWEST CORNER OF SAID SOUTHWEST QUARTER. (2 ) A 4 FOOT STRIP OF LAND LYING WITHIN THE SW/4 OF SECTION 1 1 , THE CENTER LINE OF WHICH IS DESCRIBED AS: BEGINNING AT SAID POINT "A" THENCE NORTH 43 DEGREES 13 *0 0 " WEST 40 FEET. SUBJECT TO: - (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY HE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS N BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 26 - CAMC-Greco-000627 REDACTED DOCUMENT fij. SCH EDD LE 5 . 8 - la PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320179 BOY SCOUTS OWNED SURFACE AND MINERAL MASSACHUSETTS FRANKLIN LAND DESCRIPTION; A CERTAIN PARCEL OF LAND WITH THE BUILDINGS THEREON SITUATED IN TH E TOWN OF ROWE, COUNTY OF FRANKLIN AND COMMONWEALTH OF MASSACHUSETTS, AND CONTAIN ING ABOUT ONE HUNDRED AND THIRTY ACRES, MORE OR LESS, BOUNDED AS FOLLOWS: "NORTHERLY ON LAND NOW OR FORMERLY OF JOHN AND WASHINGTON CRESSEY; WESTERLY ON LAND NOW OR FORMERLY OF THE HEIRS OF ERASTUS RICE AND BY DEERFIELD RIVER CSOAURTPHEENRTLEYR, B*Y* DEERFIELD RIVER AND EASTERLY BY LAND FORMERLY OF PHINEAS T . TM PARCEL I S CONVEYED WITH ALL THE SOAPSTONE OR STEATITE QUARRIES camf n o TM ? MARBLE, SOAPSTONE AND MINERALS THEREIN CONTAINED, AND ARE THE CONVEYED TO MARTHA T . ABBOT BY HENRY F . SPENCER BY DEED DATED HHDTiUESNETMDDRTSE,iEDNINATNYDB-EOIOEGKIHGTH4HT7 Y7D-,FAOPYUARG0FEANJ4UD0L1YR."ECINORTDHEDE WYEITAHR 0. P. . 0UARNDLW0RIDTHOFNREATNHKOLUINSACNODUENTIGYHT APRTT 1ft 1 0 1 ^ 1 */ENTCHTASEDIVAENRETHWARARTEIMRAFNR, 0MINCTOHREPODEREA*TETMD, DBYRIIVNSETRRUAMS EGNTRADNATETDED 1 9 1 0 ' REC0RDED WITH FRANKLIN COUNTY REGISTRY OF DEEDS, BOOK 5 6 3 , PAGE 2 0 9 . 9 EXCEPTING FROM THE ABOVE-DESCRIBED PREMISES THAT PORTION THEREOF CONSISTING RRREApGIiIiSSToRvYn TMO^ FED" EEDS, YBOEODKJBUY9L6Ey4D, W2 P8IAN' GEH1 9' 15A817B' .BR0ETC' 0RJUDENDI0WR 'ITHT0FRTHAENKBLOINSTOCONUNATNYD MAINE THE PARCEL CONVEYED HEREIN BY THE HAMPDEN COUNCIL, BOY SCOUTS OF AMERICA, I C ., TO VERMONT MARBLE COMPANY IS. MORE SPECIFICALLY DESCRIBED As " f OLLOWS: subject to: . . THE PUBLICNRErnRnft^HTf RIGHTS-OF-Wav w m -1TM 'EAScEMERNETSS,TRIRCITGIH0NTSS-'OF-CWOAVYEN, ANOTRS CANLDAIMCOS NODFITEIOANSESMSEHNOTWSNANBDY TSINHUREVBPEOYUUNBADLNAICnnv r im f RECORDS1 SH0WN 0" ^ BY ^ THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS F AREA' e n c r o a CHMENTS AND ANY FACTS WHICH A CORRECT PREMISES W0ULD DISCLOSE AND WHICH ARE NOT SHOWN BY 'Wpi!W-V. - 27 - CAMC-Greco-000628 F REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY BEGINNING AT THE SOUTHWEST CORNER OF THE PREMISES HEREBY CONVEYED AT LAND NOW OR FORMERLY OF THE BOSTON & MAINE RAILROAD; THENCE RUNNING NORTHERLY ALONG THE EASTERLY LINE OF LAND NOW OR FORMERLY OF GORDON H. FISHER A DISTANCE OF TWO THOUSAND TWO HUNDRED AND THIRTY (2 2 3 0 ) FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF THE PREMISES HEREBY CONVEYED AT LAND NOW OR " FORMERLY OF NEW ENGLAND POWER COMPANY; THENCE EASTERLY ALONG LAND NOW OR FORMERLY OF SAID NEW ENGLAND POWER COMPANY AND ALONG LAND NOW OR FORMERLY OF LLOYD DOUBLEDAY AND ADA E . DOUBLEDAY A DISTANCE OF ONE THOUSAND NINE HUNDRED AND FIFTY (1 9 5 0 ) FEET, MORE OR LESS, TO THE NORTHEAST CORNER OF THE PREMISES HEREBY CONVEYED AT LAND NOW OR FORMERLY OF NEW ENGLAND POWER COMPANY; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF LAND NOW OR FORMERLY OF NEW ENGLAND POWER COMPANY A DISTANCE OF EIGHTEEN HUNDRED (1 8 0 0 ) FEET, MORE OR LESS, TO THE SOUTHEAST CORNER OF THE PREMISES HEREBY CONVEYED AT LAND NOW OR FORMERLY OF THE BOSTON & MAINE RAILROAD; THENCE IN A SOUTHWESTERLY DIRECTION ALONG THE NORTHERLY LINE OF LAND NOW OR FORMERLY OF THE BOSTON & MAINE RAILROAD A DISTANCE OF TWO THOUSAND ONE HUNDRED AND ; FIFTY (2 1 5 0 ) FEET, MORE OR LESS, TO THE PLACE OF BEGINNING. j. TEOXCTEUPNTNINEGL RFROOAMD. THE ABOVE DESCRIBED PREMISES THE RIGHT OF THE PUBLIC IN AND f THE PREMISES ABOVE DESCRIBED ARE BELIEVED TO CONTAIN NINETY ( 9 0 ) ACRES, MEANING AND INTENDING TO CONVEY ALL OF THE LAND IN ROWE, FRANKLIN COUNTY, MASSACHUSETTS, CONVEYED BY DEED FROM MT. TOM COUNCIL, IN C ., BOY SCOUTS OF AMERICA, TO HAMPDEN COUNCIL, BOY SCOUTS OF AMERICA, I N C ., DATED NOVEMBER 1 , 1 9 6 0 . RECORDED WITH FRANKLIN COUNTY REGISTRY OF DEEDS, BOOK 1 1 1 3 , PAGE 1 4 . SUBJECT TO: THF Krar ENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY Rirw<PoB!IC REC0RDS; (25 EASEMENTS, RIGHTS-OF-WAY, or CLAIMS OF EASEMENTS AND IN n n n ^ F_WAY' N T SH0WN BY THE' PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS SURufI ^ 0^ L IN E S' shortage OE AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THF PUBALNICD RINESCPOERCDTS.I0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 28 L CAMC-Greco-000629 REDACTED DOCUMENT H m ( p p m * i i - ii.iijj.jin SCHEDULE 5 . 8 - l a PRPOPINRRPCTOOEOESRPPTRUETEARYRNETTTTSYYYTENUNNNTTMAAAYYBMMMPPEEEREEE:::::: FEE PROPERTY 320019 QUINTA LAND/KYD DIV. OWNED SURFACE AND MINERAL MONTANA GALLATIN LAND DESCRIPTION: THE FOLLOWING DESCRIBED PREMISES IN GALLATIN COUNTY, MONTANA, TO WIT: A PARCEL OF LAND CONTAINING 6 .0 0 2 ACRES, MORE OR LESS, LOCATED IN THE WEST HALF OF SECTION'3 6 , TOWNSHIP 2 NORTH, RANGE 1 EAST, MONTANA PRINCIPAL MERIDIAN, GPAARLTLIACTUINLARCLOYUNDTEYS, CMRIOBNETDANAAS, AFOSLLSHOOWWSN: ON THE ATTACHED PLAT, AND BEING MORE BEGINNING AT CORNER NO. 1 , WHICH I S MARKED WITH A BRASS CAPPED IRON MONUMENT ON THE SOUTH RIGHT OF WAY LINE OF THE BURLINGTON NORTHERN RIGHT OF WAY, FROM WHICH THE NORTHWEST CORNER OF SAID SECTION 3 6 , WHICH IS MARKED WITH A BRIDGE SPIKE REFERENCED WITH TWO BUREAU OF LAND MANAGEMENT MONUMENTS, BEARS NORTH 15 DEG. 5 5 ' 31" WEST A DISTANCE OF 2 6 4 0 .8 3 FEET; THENCE, FROM CORNER NO. 1 , NORTH 50 DEG. 1 0 ' 00" EAST ALONG THE SAID RIGHT OF WAY LINE A DISTANCE OF 6 3 0 .0 0 FEET TO CORNER NO. 2 , WHICH IS MARKED WITH A BRASS CAPPED IRON MONUMENT; THENCE ; FROM CORNER NO. 2 , SOUTH 39 DEG. 50* 00" EAST A DISTANCE OF 4 1 5 .0 0 FEET TO ' C0RNER NO* 3 , WHICH IS MARKED WITH A BRASS CAPPED IRON MONUMENT; THENCE FROM CORNER NO. 3 , SOUTH 50 DEG. 1 0 ' 00" WEST A DISTANCE OF 6 3 0 .0 0 FEET TO CORNER NO. 4, WHICH IS MARKED WITH A BRASS CAPPED IRON MONUMENT; THENCE FROM CORNER NO. 4 , NORTH 39 DEG. 5 0 ' 00" WEST A DISTANCE OF 4 1 5 .0 0 FEET TO CORNER NO. 1 . REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 32022 FITSHUGH, FRANCES OWNED SURFACE AND MINERAL MONTANA GALLATIN LAND DESCRIPTION: ALL THAT PART OF THE W /2 NW/4 OF SECTION 3 6 , TOWNSHIP 2 NORTH, RANGE 1 EAST, M. P. M. , GALLATIN COUNTY, MONTANA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SECTION 36 WITH THE SOUTH LINE OF MILWAUKEE LAND COMPANY'S SECOND ADDITION TO THE TOWN OF THREE TORKS THENCE EASTERLY ALONG THE SOUTH LINE OE SAID ADDITION 7 Fe e t ! ^ TO A POINT IN THE CENTER LINE OF THE MAIN THREE FORKS-WILLOW CREEK ROAD THENCE" OF 872 FEET TO THCEEOTTREUBE POINT0P O*FBE>GINNINGANODFTHTHE ISPRODLEOSCNGRAIPTTIOIONNT; HTEHREENOCFE, A^DI STANCE CONTINUING SOUTH ALONG THE CENTER LINE OF SAID THREE FORKS-WILLOW CREEK ROAD TO A POINT IN THE NORTHWESTERLY RIGHT OF WAY LINE OF THE NORTHERN PACIFTC^RATLROAD* THENCE SOUTHWESTERLY ALONG SAID RIGHT OF WAY LINE TO A P o S ON i r e s SuS h S OP SAID W /2 N W /4; THENCE WESTERLY ALONG THE SOUTH LINE OF t L S / Y ^ W A TM S T SOUTHWEST CORNER THEREOF, THENCE NORTH ALONG THE WEST LINE OF S dTM e c t " n " TO A POINT WHICH IS 872 FEET SOUTH OF THE SOUTH LINE OF MILWAUKEE LAND COMPANY S OF B E G l S 1" 1 " ST * D ISTM CE F 7 4 9 " " OR LEsT tO ^ E POINT - <4t 5 SUBJECT TO: - .'TnVJnllm L i r Np p rn Dn c GHTS^0F ' WAY' RESTRICTI0NS' COVENANTS AND CONDITIONS SHOWN BY Ioe S S I nf SEMENTS' R^HTS-O F-W A Y , OR CLAIMS OF EASEMENTS AND IN BOUNDARY LINEq f w S S i a S TM E PUBLIC RRCORDS; AND (3 ) DISCREPANCIES, CONFLICTS SURVEY AND THCDPoArnfRTAGE F AREA' ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THE PUBLIC RECORDS ^ THE PREMISES W0ULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000631 - 30 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320070 T . B . E . ENTERPRISES OWNED SURFACE MONTANA GALLATIN LAND DESCRIPTION: TOWNSHIP 2 NORTH, RANGE 1 EAST, M.P.M. SECTION 3 6 : A 30 ACRE PARCEL OF LAND LOCATED IN THE NW/4 AND SW /4 AS MORE PARTICULARLY DESCRIBED IN CERTIFICATE OF SURVEY 1 0 9 8 FILED ON THE 9TH DAY OF MARCH 1 9 8 3 IN THE GALLATIN COUNTY RECORDER'S OFFICE. ALSO DESCRIBED AS TRACT A OF COS # 1 0 9 8 . SUBJECT TO: (1 ) EASEMENT BETWEEN CYPRUS MINES CORPORATION, GRANTOR, AND U . S . WEST COMMUNICATIONS, IN C ., GRANTEE, DATED JANUARY 1 5 , 1 9 9 2 , RECORDED AT FILM 1 2 1 , PAGE 2856 IN THE RECORDS OF GALLATIN COUNTY, MONTANA. SUBJECT TO: - i n i nRIGHTS' 0F_WAY' RESTRICTI0NS, COVENANTS AND CONDITIONS SHOWN BY "RIGHTS n p Cu f m S - <2) EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND SINURVBEOYUNDA^v SSH?OTMRTAGBYE OTHFEAPRUEBAL, ICENRCREOCA0CRHDMS'ENATNSDAN(D3 ) ANDYISCFARCETPSANWCHIEICSH, CAOCNOFRLRICECTTS THE rpuromLfIrC^ RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY '-a- - 31 - CAMC-Greco-000632 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320007 BAR SEVEN COMPANY OWNED SURFACE AND MINERAL MONTANA MADISON LAND DESCRIPTION: * F LAND SITUATED WITHIN THE SB /4 S E /4 OF SECTION 3 2 , THE S /2 OF SECTION 33 TOWNSHIP 8 SOUTH, RANGE 1 WEST, P.M.M. AND THE N E /4 , S E /4 , SW /4 AND NW/4 OF TM1 ORE PA K T IC m M L ? sectionsT m d " TM I -b w ! I0N C0!,NER C0"M0H 10 SECTI0N 32 AND 33' T8S- R1W' TM> 'SECTIOTNHECNOCRENESORUTTOH S0A0 IDD ESGE.C' T2I9O'NS0 2 4- AENADST5; DISTANCE OF 2 9 9 4 . 6 6 FEET TO THE 1 /4 CORNERTHCEONMCMEONSOTUOTHSE0C0 TDIOENGS. 42 8, ' 5 3, 1"8 EAANSTD A9 D,TIS9TS-ARN1CWE; OF Z2 663399 *5511 FFEEEETT TTO TTHHEE SSEEPCTTTIO0MN SceE,C,, T,, tIOTMNECNOCERNNER0RTCOHMM89ONDTEOG- SA5I8D' S3E1C"TIONWSES5T AANDDIST8A; NCE OF 2 6 5 6 . 8 4 'FEET TO nCnODRMNrEnRHCEONMCMEONN RTOTHSE8C9 TDIOENGS* 45 ,8 ' 6 , 57" WANEDST8A,TD9ISST-RA1NWC;E OF 2 6 4 0 . 0 2 FEAECTTIOTNO THENCE NORTH 0 0 DEG. 3 0 ' 35" WEST A DISTANCE OF 2 6 4 0 . 1 0 FEET TO THE 1 /4 'SECTION CORNER COMMON TO SAID SECTIONS 5 AND 6* S=EC^TTIOi NHELNCINEENC0ROMTHMON00 TODESGA*ID2 7S'EC4 T7 I"ONEASST5 AAND^ST6 ATNOCEA COOFR3N6ER3 ;. 8 1 FEET ALONG THE THENCE NORTH 58 DEG. 3 5 ' 58" EAST A DISTANCE OF 5 0 4 9 . 7 2 FEET TO A CORNER S E M l O N ^ ^ V e S - R l W - 0" THE SECTIN LINE C0MM0N T SECTIN 5' T9S"R1W THENCE NORTH 58 DEG. 3 5 ' 58" EAST A DISTANCE OF 1 1 2 4 . 7 7 FEET TO A CORNER SAID CORNER BEING A POINT ON THE SECTION LINE COMMON TO SECTIONS 32 AND ^ 3 , T 8 S - n. T TM ENCE N0RTH A DISTANCE OF 2 0 4 2 . 8 7 FEET ALONG THE SECTION LINE COMMON TO THENCE SOUTHAN88D D33EGT. 4T7H'E51V"4 EASESTCTAI NDISCTARNNCEER OC0FMM5 30N3 1T. 606 SAFEIDET STEOCTTIOHENS^1 /4 THE 1 THE S subject to; . . The TpND ^ r 1DnIG H TS_0F~WAY' RESTRICTI0NS' COVENANTS AND CONDITIONS SHOWN BY RIGHTS OF WAY EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BOtTMnai5VAfrM ^c f?*TM * * TlIE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS TSHUERPPVUrmEB^LfxnI!C?^ RINESCPOERCDTS.I0N ^R0FTAGTHEE PFRAERMEIASE' SENWCORULADCHMDEISNCTLSOASENDANADNYWFHAICCHTSAWREHICNHOTASCHOOWRRNECBYT 32- - CAMC-Greco-000633 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY SECTION CORNER COMMON TO SECTIONS 33 AND 3 4 , T8S-R1W* CORNER COMMOSN UTOTHSE CTDIOENGS* 5323 'AN5D7 "3W4 ,ESTT8SA-RD11WST, AACNED SOEFC2T6IO6N7S.5 73 AFNEEDT4T, OTT9SH-ER1SWECTION THENCE NORTH 88 DEG. 4 5 ' 09" WEST A DISTANCE OF 2 6 3 4 .7 9 FEET TO THE 1 /4 SECTION CORNER COMMON TO SECTION 3 3 , T8S-R1W , AND SECTION 4 , T9S-R1W - 7 TMSTTM TM TM HENCE N RTH 88 DEG* 1 3 ` 0 9 " A " STANCE OF 2 6 5 6 .5 1 FEET To ' t HE SECTION ^ ^ T b^ TM 32 " D 33' T8S-R1W' TM - cTs F SUBJECT TO THE FOLLOWING COVENANTS WHICH SHALL RUN WITH THE LAND: PERIOD OF 20 BNFOBCED BY PRY0EPAERRSTYFROSMHATLHLEND0TATEBEOSFUTBHDEIVIDDEEEDD. FORVIOHLOAMTEIOBNUILODFINTGH INJUNCTIVE RELIEF; PROVIDED, H O W E V E R I SSCITCEOoVS ENSFOARNTAmTMav nc " CONSTRUED TO PREVENT GRANTEE FROM ERECTING BUILDINGS, INCLUDING LODGING FA C ILITIES, FOR MINE OPERATIONS AND PERSONNEL; B * GRANT0R SHALL RETAIN THE RIGHT TO GRAZE ITS CATTLE AND SHEEP ON THF PROPERTY, AT IT S SOLE R ISK , FOR A PERIOD OF 20 YEARS FROH T ^ D ^ OF r a l^ E E D SIOTSERTFE.RESS 2OR !S Jv E^L^n" INTERFERE We01xITcHIlBuITsTEivSReFMEDRINEISINCHGRIETOTHIPOGENRRAATTmOIEODENE'STs, EA"RLMLINTMAESWMHOENREGSCROAiMZSIPNL.GETELY ' i s ! 1 9 8 2 ^ PARAGRAPHS 5 AND 6 0F AGREEMENT BETWEEN THE PARTIES DATED FEBRUARY su bjec t TO: THE PUBLICNRECORD^GHT^ ? F~facpm/ ESTRICT10NS' C0VENANTS AND CONDITIONS SHOWN BY RIGHTS-OF-wav Kinni' eurt2 EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BOUNDARY ttkm?oT BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS SURVFv RY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT 'S PUBLIC R E C O TM 0F W<raD MSCt0SE ^ TM ^ nt sSoTM BY CAMC-Greco-000634 - 33 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320011 ELLINGHOUSE, A. E. OWNED SURFACE MONTANA MADISON LAND DESCRIPTION: : TOWNSHIP 9 SOUTH, RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN : SECTION 3 : ALL ; SECTION 9: ALL : CONTAINING 1 2 9 5 .9 2 2 ACRES, MORE OR LESS. SUBJECT TO: j>' ^1 ^ TRACT A AND TRACT B AS DESCRIBED ON THAT CERTAIN CERTIFICATE OF SURVEY NO. 541 AS FILED WITH THE MADISON COUNTY RECORDER IN BOOK 7 : OF SURVEYS AT PAGE 5 4 1 , CONTAINING APPROXIMATELY 2 .5 2 8 ACRES. (TH IS PROPERTY WAS CONVEYED BY QUITCLAIM DEED DATED JUNE 1 3 , 1 9 8 3 FROM CYPRUS TO MADISON COUNTY.) (2 ) 2 .1 1 ACRES CONVEYED BY RIGHT-OF-WAY EASEMENT DATED SEPTEMBER 2 2 , ; 1 9 8 6 FROM CYPRUS MINES CORP. TO THE MONTANA POWER COMPANY, ; DREECSCORRDIBEEDD INBELBOOWOK: 3 1 9 , PAGE 9 2 9 , MADISON COUNTY, MONTANA, AS TO W NSHIPJJOUTH , RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN, MADISON COUNTY SECTION 9: COMMENCING AT THE WEST QUARTER CORNER OF SECTION 9 ; THENCE APPROXIMATELY 1752 FEET IN A NORTHEASTERLY DIRECTION NORTH N19W/4DENGWRE/4ESO2F3 SEMCINTUIOTNES 9;EAST TO THE TRUE POINT OF BEGINNING IN THE SUBJECT TO: ^ f l ' EESTR1CT10NS . COVENANTS AND CONDITIONS SHOWN BY SIGHTS o f A 2 ' EASE" EHTS' "ICHTS-OF-W AY, OH CLAIMS OF EASEMENTS AND I N \ : SH0HN BY raE P0BI'IC " > I D DISCREPANCIES * CONFLICTS SURVEY u n , " NES' SHORTAGE 0F AREA' ENCROACHMENTS AND ANY FACTS WHICH A CORRECT i S PUBLIC RECSPOERCDTS.I " 0F THE PREMISEE WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000635 - 34 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THAENPPCREOXINIMAATESOLYUTH5E4R9 LYFEEDTIR; ECTION SOUTH 00 DEGREES 01 MINUTES WEST FOR THENCE SOUTH 55 DEGREES 59 MINUTES EAST FOR APPROXIMATELY 1 3 8 1 FEET; THENCE SOUTH 31 DEGREES 59 MINUTES EAST FOR APPROXIMATELY 4 7 0 FEET; THENCE SOUTH 10 DEGREES 57 MINUTES EAST FOR APPROXIMATELY 5 1 5 FEET; THENCE SOUTH 71 DEGREES 59 MINUTES EAST FOR APPROXIMATELY 1 4 3 0 FEET; THAEPNPCREOXINIMAATENLOYRTH14E7R0LYFEDEIRTE; CTION NORTH 30 DEGREES 01 MINUTE EAST FOR THENCE NORTH 16 DEGREES 01 MINUTES EAST FOR APPROXIMATELY 1 5 5 0 FEET* THENCE NORTH 12 DEGREES 51 MINUTES WEST FOR APPROXIMATELY 1 7 5 0 FEET; THENCE NORTH 36 DEGREES 58 MINUTES WEST FOR APPROXIMATELY 9 7 FEET TTOHISA EPAOSINEMT EONNT. THE EXISTING DISTRIBUTION LINE AND THE TERMINUS OF TOGETHER WITH THE RIGHT OF ACCESS TO SAID RIGHT OF WAY, AND THE R10IGHFETETTOONCLEEAARCHANSIDDEREMOFOVSEAAIDLLLTINIMEB. ER AND BRUSH FROM THE RIGHT OF WAY (3 ) EASEMENT DATED AUGUST 1 , 1989 BETWEEN CYPRUS MINES CORPORATION, GRANTOR, AND UNITED STATES DEPARTMENT OF AGRICULTURE, FOREST SERVICE, GRANTEE, A STRIP OF LAND LYING WITHIN T9S-R1W , MPM, SECTIONS 3 AND 9 . SUBJECT TO; . . the P r m f ^ No SA RIGHTS-0F-W AY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R IG H TS 51 ( 2 ) EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BOHNniDv^' N T SH0WN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS SORVEv r TL IN E S' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT *THE PPUrrBaLfIrC13 RINESCPOERCDTS.I0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 35 - CAMC-Greco-000636 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320015 HUDSON, JOHN ETUX OWNED SURFACE AND MINERAL MONTANA MADISON LAND DESCRIPTION: ALL OF THE FOLLOWING DESCRIBED REAL PROPERTY SITUATED IN TRACT 31, SECTION 9, TOWNSHIP 6 SOUTH, RANGE 4 WEST, MONTANA PRINCIPAL MERIDIAN: BEGINNING AT A POINT LYING NORTH 30 FEET AND EAST 714 FEET OF THE SOUTHWEST CORNER OF SAID SECTION 9, WHICH IS CORNER NO. 1 OF THE TRACT INTENDED TO DESCRIBE; THENCE RUNNING NORTH 14 DEGREES WEST, 302 FEET OF CORNER NO. 2, WHICH IS THE POINT OF A 16 DEGREE CURVE, THENCE NORTH 35 DEGREES EAST, 616 FEET TO CORNER NO. 3, THE POINT OF TANGENCY OF SAID CURVE, AND WHICH BEARING AND DISTANCE REPRESENTS THE CHORD OF SAID CURVE, THE SEGMENT O38F3WFHEICEHT; HAS A MIDDLE ORDINATE OF 157 FEET, THE RADIUS THEREOF BEING THENCE RUNNING SOUTH 67 DEGREES 45' EAST, 392 FEET TO A POINT ON THE EAST LINE OF THE SW/4 SW/4 OF SAID SECTION 9, DESIGNATED AS CORNER NO. ^? THENCE RUNNING SOUTH 3 DEGREES WEST, 658 FEET TO CORNER NO. 5; THENCE RUNNING NORTH 89 DEGREES 53* WEST, 608 FEET TO CORNER NO. 1, TM FLACE F BEGINNING; SAID TRACT BEING OTHERWISE KNOWN AS ACRE TRACT 31 OF THE OFFICIAL MATTHEW PLAT OF THE ORIGINAL TOWNSITE OF ALDER AND ADJACENT ACRE TRACTS ON FILE AND OF RECORD IN THE OFFICE OF THE UNTY CLERK AND RECORDER IN AND FOR SAID COUNTY AND STATE, SUBJECT TO: THE PE" 3 ' RIGHTS- F WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY e- w* v CT S; (2) EASEMENTS' IGHTS-OF-WAY, OR CLAIMS OF^EASEMENTS^AND IN BOUNnanv SH0WN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS SURvpv a BHRTA^ E 0F AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT o f t b e p r e m is e s " uld TM * ch " ` s r s - 36 CAMC-Greco-000637 REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320018 SMITH, ALBERT ETUX OWNED SURFACE AND MINERAL MONTANA MADISON LAND DESCRIPTION: TRACT OF LAND LOCATED IN CITY OR TOWN OF ALDER, COUNTY OF MADISON, STATE OF MONTANA: ACRE TRACT 28 AND ACRE TRACT 2 7 : ALL ACCORDING TO THE OFFICIAL PLAT OF THE ORIGINAL TOWNSITE OF ALDER AND ADJACENT ACRE TRACTS, WHICH SAID OFFICIAL PLAT WAS PREPARED IN 1950 BY RICHARD R . MATTHEWS, SURVEYOR, AND FILED FOR RECO RD NOVEMBER 7 ,1 9 5 1 , IN PLAT BOOK 2 , PAGE 1 , RECORDS OF MADISON COUNTY, MONTANA. PEAXRCTLIUCDUILNAGRLHYOWDEEVESRCRFIBROEMD ASAS IDFOLALCORWE ST: RACT TWENTY-SEVEN THREE TRACTS MORE TRACT 1 : A TRACT DESCRIBED BY METES AND BOUNDS AS FOLLOWS, TO WIT: BEGINNING AT THE NORTHWEST CORNER OF ACRE TRACT 27 AND RUNNING THENCE NORTH 7 6 DEG. SOUTH 10 DEG. 35 EFAEESTT; 1 T5H.7E5NCFEESETU; THTHE14NCEDESGO*UT0H5 8V12 D' EEGA. ST5 5 '8 5W.5ESFTEE1 T1 5; .5T0HEFNECEET- sa?dCexcluded2rac?; EAST 93'0 FEET M0RE R LESS T THE P0INT 0F BEGINNING GF AI Tf TMTHE. 21NOARTTHREAACSTT CDOERSNCERRIBEODF ABCYRME ETTREASCTAND27 BOANUDNDRSUANNS INFGOLTLHOEWNSC, ETSOO-WUTIHT: 14BEDGEINGN. ING STMFEoErThmTOi THE PL8AUCE5 w1O/2?FEBTWE; GETISNHTNENI8NC5GE,5 SOFFEUETSHAT;ID76THEXDECNECLGUE- DNE2 D80RTT1HR/ 2A7C'6TW. DEESTG'. 6 238*5 1 F/ 2E-ETE; ATSHTEN6 C3E.5 TRACT 3: A TRACT DESCRIBED BY METES AND BOUNDS AS FOLLOWS, TO WIT: BEGINNING WWVK SUBJECT TO: THE RIGHTS-0F~WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RIGHTq! ^ ^ S (2> EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND I N BOUNninvA r HpcT BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS SURupv r Y LINES' sh0RTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TRP nPUBLNICD RINESCPOERDCST.I0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 37 - CAMC-Greco-000638 REDACTED DOCUMENT SCHEDU LE 5 . 8 - la FEE PROPERTY AT A POINT FROM WHICH THE NORTHWEST CORNER OF ACRE TRACT 27 BEARS SOUTH 76 DEG 2 g 1 /2 ' WEST 9 2 .5 FEET AND RUNNING THENCE NORTH 76 DEG. 28 1 /2 EAST 2 4 .0 FEET- ` THENCE SOUTH 14 DEG. 05 1 /2 ' EAST 8 5 .5 FEET; THENCE SOUTH 76 DEG 28 1 /2 WEST r- B2E4G.0INNFEINEGT; OTFHESANCIDE NEXOCRLTHUDE14D TDREAGC. T0. 5 1 /2 WEST 8 5 .5 FEET TO THE PACE OF ji.' SUBJECT TO: - THE PUBLICNRECORDS^OTf 2 ? F"S s P M F N S TRICTIONS' COVENANTS AND CONDITIONS SHOWN BY CAMC-Greco-000639 op tbe premises would disclose " s s 1TM assist - 38 - l^njf^i|/S(LWPi|KiflPP^PM > w i > i i w | 4 N u p i w ^ f Y ^ . u w , ' ^ REDACTED DOCUMENT PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320077 MCATEE, OWNED SURFACE MONTANA MADISON LAND DESCRIPTION: SCHEDULE S . 8 - l a FEE PROPERTY TOWNSHIP 8 SOUTH, RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN: SECTION 3 4 : S / 2 , N E /4 , E /2 NW /4, LOTS 1 AND 2 CONTAINING 6 2 4 .3 3 ACRES, MORE OR LESS. I/ J^*-1111^ fe> SUBJECT TO: ' \ f * 5 EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY j HE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND ' IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS N BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT tShUeRVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY itI CAMC-Greco-000640 F REDACTED DOCUMENT SCHEDULE 5 .8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320142 CLARK, LOUIS OWNED SURFACE AND MINERAL MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 9 NORTH, RANGE 1 WEST, M .P.M ., MADISON COUNTY, MONTANA SECTION 4: LOTS 2, 3 , AND 4 (SURFACE ONLY - ORIGINAL PATENT # 951976) S/2 N/2 (SURFACE ONLY - ORIGINAL PATENT #951976) S/2 (SURFACE AND MINERAL - ORIGINAL PATENT #787985) INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL MINES, INCLUDING THE YELLOWSTONE MINE, ALL MINING CLAIMS, WHETHER PATENTED OR UNPATENTED, AND ALL MINERALS UNDERLYING SAID PROPERTY. CONTAINING 627.38 ACRES (307.38 SURFACE ONLY ACRES, AND 320 SURFACE AND MINERAL ACRES). SUBJECT TO: (1) RIGHT OF WAY FOR HIGHWAY PURPOSES FOR A HIGHWAY TO BE LOCATED, CONSTRUCTED, OPERATED, AND MAINTAINED UNDER THE AUTHORITY OF THE SECRETARY OF AGRICULTURE OF THE UNITED STATES AND KNOWN AS THE JOHNNY RIDGE ROAD, PROJECT NUMBER 324, 66 FEET IN WIDTH ON, OVER, AND ACROSS THE FOLLOWING DESCRIBED PREMISES SITUATED IN THE COUNTY OF MADISON, STATE OF MONTANA: TOWNSHIP 9 SOUTH, RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN, MADISON COUNTY, MT SECTION 4: E/2 S E /4, SW/4 SE/4 SUBJECT TO: - - (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R T ru ^BLIC REC0RDSi <2 > EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN S S r,F_WAY' N T SH0WN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS BNDARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TRHPE P*UBALNICD RINESCPOERDCST.I0N OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 40 CAMC-Greco-000641 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a <i FEE PROPERTY II IF AT ANY TIME THIS EASEMENT, OR ANY HIGHWA.Y .CONSTRUCTED THEREON, SHALL BE [ ABANDONED BY THE UNITED STATES OR ITS ASSIGNS, THE RIGHTS AND PRIVILEGES | HEREBY GRANTED SHALL CEASE AND TERMINATE AND THE PREMISES TRAVERSED SHAL L BE |j MFRAEDEED. FROM SAID EASEMENT AS FULLY AND COMPLETELY AS IF THIS DEED HAD NOT BEEN (t (2 ) RIGHT OF WAY CONVEYED BY LOUIS AND EMMA CLARK TO MONTANA POWER I| CSEOCMTPIAONNY 4BYCORINGVHETYAONFCEW: AY EASEMENT DATED FEBRUARY 6 , 1952 AND IS EXCEPTED FROM THE I RIGHT OF WAY FOR ELECTRIC TRANSMISSION AND TELEPHONE SYSTEM, WITH RIGHT TO CONSTRUCT, MAINTAIN AND OPERATE SAME, SURVEYED AND LOCATED OVER AND ACROSS I THAT CERTAIN REAL PROPERTY, LOCATED IN MADISON COUNTY, MONTANA: iI TOWNSHIP 9 SOUTH, RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN, MADISON COUNTY, MT | SECTION 4: S /2 S E /4 , NE/4 S E /4 j| (3 ) PARCEL OF LAND CONVEYED TO MONTANA POWER COMPANY BY C3 Y1 9PR, UPSAGINEDU9 S2T9R, IAMLADMISIONNERCAOLUS NCTOYM, PMANOYNTOANNAS:EPTEMBER 2 2 , 1 9 8 6 , AND RECORDED IN BOOK TOWNSHIP 9 SOUTH, RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN, MADISON COUNTY SECTION 9 : COMMENCING AT THE WEST QUARTER CORNER OF SECTION 9 ; ~ THENCE APPROXIMATELY 1 7 5 2 FEET IN A NORTHEASTERLY DIRECTION NORTH N19W/D4 ENGWRE/4ESOF23 SEMCINTIUOTNES9E; AST TO THE TRUE POINT OF BEGINNING IN THE THAENPPCREOXINIMAATESOLYUTH5E49RLYFEDETIR; ECTION SOUTH 00 DEGREES 01 MINUTES WEST FOR THENCE SOUTH 55 DEGREES 59 MINUTES EAST FOR APPROXIMATELY 1 3 8 1 FEET* THENCE SOUTH 31 DEGREES 59 MINUTES EAST FOR APPROXIMATELY 4 7 0 FEET* THENCE SOUTH 10 DEGREES 57 MINUTES EAST FOR APPROXIMATELY 5 1 5 FEET* THENCE SOUTH 71 DEGREES 59 MINUTES EAST FOR APPROXIMATELY 1 4 3 0 FEET; SUBJECT TO: ill^ E M S N T S , RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY 5 * 2 ^ (2 ), EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BnrraDnAjRmYv^LTINNEST' SSHHO0WRTNAGBYE OTHFEAPRUEBAL, ICENCRREOCAOCRHDMS;ENATNSDAN(D3 ) ANDYISCFARCETPSANWCHIEICSH, ACOCNOFRLRICETCST PUBi i ? RECORDS101^ F THE PREMISES W ULD DISCL0SE AND WHICH ARE NOT SHOWN BY - 41 - CAMC-Greco-000642 REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FEE PROPERTY THENCE IN A NORTHERLY DIRECTION NORTH 30 DEGREES 01 MINUTE EAST FOR APPROXIMATELY 1470 FEET; THENCE NORTH 16 DEGREES 01 MINUTES EAST FOR APPROXIMATELY 1550 FEET* THENCE NORTH 12 DEGREES 51 MINUTES WEST FOR APPROXIMATELY 1750 FEET* THENCE NORTH 36 DEGREES 58 MINUTES WEST FOR APPROXIMATELY 97 FEET* TO A POINT ON THE EXISTING DISTRIBUTION LINE AND THE TERMINUS OF THIS EASEMENT* TOGETHER WITH THE RIGHT OF ACCESS TO SAID RIGHT OF WAY, AND THE 10 FEETT ONCLEEAARCHANSDIDEREOMF0VSEAAIDLLLITNIMEB.ER AND BRUSH FROM THE RIGHT OF WAY (5) GRANT OF EASEMENT DATED MARCH 31, 1988 BETWEEN CYPRUS MINES CORP , GRANTOR, AND MONTANA TALC COMPANY, GRANTEE, RECORDED AT BOOK 331, PAGES STSTE TALC " hT3 TM . OTEBS MIHES C " " * MOTAA SUBJECT TO: I 0 " S ' C0VENM nS CONDITIONS SHOWN BY TMS " TM F PRE" ISES DISCLOSE AND WHICH a " NOT sh " CAMC-Greco-000643 - 42 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320148 STANISICH, ARDITH OWNED SURFACE MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 2 SOUTH, RANGE 6 WEST, MONTANA PRINCIPAL MERIDIAN, MADISON COUNTY, MT SECTION 1 4 : ALL THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER { E /2 N E /4 ) LYING WESTERLY OF THE MONTANA HIGHWAY. SUBJECT TO: (1 ) RIGHT OF WAY EASEMENT GRANTED TO VIGILANTE ELECTRIC COOPERATIVE FOR AN EPALGEECT5R7IC; TRANSMISSION OR DISTRIBUTION LINE OR SYSTEM RECORDED IN BOOK 1 9 7 , (2 ) RIGHT OF WAY EASEMENT GRANTED TO TAYLOR, NELSON AND KNAPP, IN C . FOR AN ELECTRIC TRANSMISSION SYSTEM AND TELEPHONE SYSTEM AS SURVEYED OVER THE ABOVE LANDS RECORDED IN BOOK 1 2 9 , PAGE 6 2 8 . SUBJECT TO: THw f 7ASEMENTS' ^ H T S -O F -W A Y , RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY PTr'Bmi!BLIC REC0RDS'* <2 > EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IM f ~ 0 F "WAY' N0T SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS E IN E S' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT Tm-p PUYBALNIC RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 43 CAMC-Greco-000644 f REDACTED DOCUMENT SCHEDULE 5 .8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320183 GRAND ISLAND MILL OWNED SURFACE NEBRASKA HALL land DESCRIPTION: A TRACT OF LAND LOCATED IN THE WEST HALF (W/2) OF THE NORTHEAST QUARTER (NE/4 ) OF SECTION 15, TOWNSHIP 11 NORTH, RANGE 9 WEST, OF THE 6TH P .M ., HALL COUNTY, NEBRASKA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST (NE) CORNER OF THE WEST HALF (W /2) OF THE NORTHEAST QUARTER (NE/4) OF SAID SECTION 15, THENCE SOUTH 00 DEGREES 00 ' 00" WEST ALONG THE EAST LINE OF SAID WEST HALF OF NORTHEAST QUARTER (W/2 NE/4) A DISTANCE OF 632.12 FEET TO THE SOUTHEASTERLY RIGHT-OF-WAY OF U. S. HIGHWAY #30, ALSO BEING THE POINT OF BEGINNING, THENCE SOUTH 00 DEGREES 00* 18" WEST ALONG THE EAST LINE OF SAID WEST HALF OF THE NORTHEAST QUARTER (W/2 N E /4), A DISTANCE OF 1939.26 FEET TO A POINT OF INTERSECTION OF EAST LINE OF SAID WEST HALF OF THE NORTHEAST QUARTER (W/2 NE/4) AND NORTH LINE OF CITY OF GRAND ISLAND PROPERTY, THENCE NORTH 89 DEGREES 16' 50" WEST ALONG SAID NORTH LINE OF CITY OF GRAND ISTLAND PROPERTY A DISTANCE OF 108.12 FEET TO A POINT OF INTERSECTION OF SAID NORTH LINE OF CITY OF GRAND ISLAND PROPERTY AND NORTHERLY RIGHT-OF-WAY OF BURLINGTON NORTHERN RAILROAD, THENCE NORTH 62 DEGREES 03* 56" WEST ALONG SAID BURLINGTON NORTHERN RIGHT-OF-WAY A DISTANCE OF 474.24 FEET, THENCE NORTH 27 DEGREES 56' 04" EAST ALONG A LINE PERPENDICULAR TO SAID BURLINGTON NORTHERN RIGHTOF-WAY A DISTANCE OF 300.00 FEET, THENCE SOUTH 62 DEGREES 0 3 ' 56" EAST ALONG A LINE PARALLEL TO SAID BURLINGTON NORTHERN RIGHT-OF-WAY A DISTANCE OF 151.19 FEET TO A POINT IN THE CENTERLINE OF WEST U .P .R .R . SPUR TRACK, THENCE NORTH 00 DEGREES 00' 18" EAST ALONG A LINE PARALLEL TO THE EAST LINE OF SAID WEST HALF OF THE NORTHEAST QUARTER (W/2 N E /4), LINE ALSO BEING THE CENTERLINE OF SAID WEST U .P .R .R . SPUR TRACK, A DISTANCE OF 878.49 FEET, THENCE NORTH 89 DEGREES 5 9 ' 00" EAST A DISTANCE OF 173.00 FEET, THENCE NORTH 00 DEGREES 00' 36" EAST SUBJECT TO: \ EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY } *HE PUBLIC RECORDS;. (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND j IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS JN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY the PUBLIC RECORDS. - 44 - CAMC-Greco-000645 REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FEE PROPERTY A DISTANCE OF 6 0 4 .8 0 FEET TO A POINT ALONG THE SOUTHEASTERLY RIGHT-OFWAY OF U. S . HIGHWAY # 3 0 , THENCE NORTH 64 DEGREES, 2 8 ' 56" EAST ALONG SAID SOUTHEASTERLY RIGHT-OF-WAY OF U .S . HIGHWAY # 3 0 A DISTANCE OF A8C8R.6E2S FMEOERTE OTOR LTHEESSP. OINT OF BEGINNING. SAID TRACT CONTAINS 1 0 .1 3 0 SUBJECT TO: ( 1 ) ELECTRICAL EASEMENT GRANTED BY CYPRUS MINES CORPORATION ON MAY 1 5 , 1989 TO THE CITY OF GRAND ISLAND, RECORDED AS DOCUMENT NO. 8 9 - 1 0 3 0 3 4 , CONTAINING 0 .9 4 2 ACRES, MORE OR LESS. SUBJECT TO: T ul EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND T.. ? O! SUN' DAFR"WY ALYI' NNE0ST, SSHHO0WRTNAGBYE OTHFEAPRUEBAL, ICENCRREOCA0RCHDMS ;ENATNSDAN(D3 ) ANDYISCFARCETPSANWCHIEICSH, ACOCNOFRLRICECTTS IHE PUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 45 CAMC-Greco-000646 REDACTED DOCUMENT SCHEDU LE 5 . 8 - la PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320187 U .P . LAND RESOURCES OWNED SURFACE NEBRASKA HALL LAND DESCRIPTION: A TRACT OF LAND COMPRISING A PART OF THE N E /4 RANGE 9 WEST, OF THE 6TH P.M . IN HALL COUNTY, DESCRIBED AS FOLLOWS: OF SECTION 1 5 , TOWNSHIP 11 NORTH, NEBRASKA, BEING MORE PARTICULARLY BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 1 5 ; 7FTEHEETNCE SOUTHERLY ALONG THE EAST LINE OF SAID SECTION 1 5 , A DISTANCE OF 163 00 THENCE DEFLECTING RIGHT 90 DEGREES 0 0 ' 2 7 .0 0 FEET; 1 7 3 4 .5 2 FEET (MEAPSAURRAELDL)E, L1T7 03 5T.1H6E FEEAESTT L(RINEECOORFD)S; AID SECTION 15 A DISTANCE OF T6H4 E7N.7C5E FDEEEFTLEC(MTIENAGSURRIEGDH)T, 6904 8D.0E4GRFEEEEST2 1(R' EC34ORDA)N; D RUNNING WESTERLY A DISTANCE OF TM6 7 5 .0 2E F^EET^ (M! EcAS,ULREEFDT), 960 7 D5 E.0G2!,EIFESET3 '(RE2C3 O" RMD)D; SOUTHERLY A DISTANCE OF lN nNDLaTEf f CTING RIGHT 90 DEGREES 32 ' AND RUNNING WESTERLY, 6 6 .0 0 FEET NORTH OF TM([MEASURED), 36"4 TM6 .0 0 " FELETf TM(RECOlIRMDS) TOP ASAPIDOINNTE /4ONLTTMHEE W* EST1 SLTIN E * OOFFTH6 E4 5E.5/20 OFEFeTTHE THENCE DEFLECTING LEFT 90 DEGREES 4 4 ' 41" AND RUNNING LINE OF THE E /2 OF THE N E /4 , A DISTANCE OF 5 6 .2 0 FEET THE NORTHEASTERLY RIGHT-OF-WAY LINE OF THE BURLINGTON SOUTHERLY ALONG THE WEST (MEASURE AND RECORD) TO NORTHERN RAILROAD; THENCE DEFLECTING RIGHT 117 DEGREES 5 5 ' 11 AND RUNNING NORTHWESTERLY ALONG SAID SUBJECT TO: TM S `r T A n p D f HTf ; ? P' HAlr' COVENANTS AND CONDITIONS SHOWN BE R IM ^fTM ' ' * E iSB ffiN T S' RIGHTS-OF-WAY, OH CLAIMS OF EASEMENTS AND I f i . SH TM B THE TM BLIC HEC0RDS' A <3> DISCREPANCIES, CONFLICTS SURVEY A \ ;T r CE P ARES' ENCB0ACTM ENTS and ANY FACTS WHICH A CORRECT IRE P m iTM RETORDS FREMISES WOOLD DISCLOSE and WHICH ARE NOT SHOWN BY CAMC-Greco-000647 - 46 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY RAILROAD RIGHT-OF-WAY L IN E , A DISTANCE OF 5 9 7 .3 4 FEET (MEASURED), TO THE ACTUAL PLACE OF BEGINNING, SAID POINT BEING THE SOUTHWESTERLY CORNER OF A 1 0 .1 3 ACRE PARCEL OF LAND CONVEYED BY UNION PACIFIC LAND RESOURCES CORPORATION TO CYPRUS MINES CORPORATION BY SPECIAL WARRANTY DEED DATED MARCH 3 1 , 1 9 8 9 ; THENCE CONTINUING ALONG THE LAST DESCRIBED LINE AND RUNNING NORTHWESTERLY ALONG PSOAIINDTROAFILRCOUARDVARTIUGRHET; -OF-WAY LINE, A DISTANCE OF 1 0 1 4 .8 0 FEET (MEASURED), TO A THENCE NORTHWESTERLY ALONG SAID RAILROAD RIGHT-OF-WAY LINE AND ON THE ARC OF A CURVE WHOSE RADIUS IS 2 8 1 4 .9 3 FEET (THE LONG CHORD OF WHICH DEFLECTS RIGHT 01 D2E0G9R.1E7ESFE0E9T' 2(M9"EAFSRUORMEDT)H; E PRECEDING COURSE, AND HAVING A LONG CHORD DISTANCE OF THENCE DEFLECTING RIGHT 78 DEGREES 2 5 ' 10" FROM THE LONG CHORD OF THE LAST D3 6E5SC.0R2IBEFDEETCUR(RVEECAONRDD)R; UNNING NORTHEASTERLY, A DISTANCE OF 3 6 6 .0 7 FEET (MEASURED), lI THENCE DEFLECTING RIGHT 46 DEGREES 34* 51" AND RUNNING NORTHEASTERLY A DISTANCE I OF 3 1 0 .7 6 FEET (MEASURED), 3 1 0 .8 9 FEET (RECORD); I THENCE DEFLECTING LEFT 64 DEGREES 0 2 ' 00" AND RUNNING NORTHERLY A DISTANCE OF I 1 4 9 .1 5 FEET (MEASURED), 1 4 9 .1 5 FEET (RECORD) TO A POINT ON THE SOUTHERLY RIGHT| OF-WAY LINE OF U .S . HIGHWAY NO. 3 0 , ALSO BEING A POINT ON A CURVE TO THE LEFT; THENCE NORTHEASTERLY ALONG SAID HIGHWAY RIGHT-OF-WAY LINE AND ON THE ARC OF SAID CURVE WHOSE RADIUS IS 1 9 5 0 .0 8 FEET (THE LONG CHORD OF WHICH DEFLECTS RIGHT F7E1ETDEG(MREEEASSU5R6E'D)4; 9" FROM THE PRECEDING COURSE), A LONG CHORD DISTANCE OF 5 0 8 *95 THENCE DEFLECTING LEFT 07 DEGREES 2 9 ' 10" FROM THE LONG CHORD OF THE LAST DAEDSCISRTIABNEDCECOURFVE5 7A6N.4D9 RFUENENTING(MNEOARSTUHREEADS)T; ERLY ALONG SAID HIGHWAY RIGHT-OF-WAY LINE SUBJECT TO: . THF TM ifEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY Rlrw-ne LIC REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN nnrm iF"WAY' N T SH0WN BY THE PUBI<1C RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS Simwt.iiNDARY L IN E S' SH0RTAGE 0F AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TH^P Pn,UBALNICD RINESCPOERCDTS.I0N OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 47 - C ireco-000648 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE DEFLECTING RIGHT 1 2 1 DEGREES 5 1 ' 28" AND RUNNING SOUTHWESTERLY, A DISTANCE OF 1 1 4 .3 0 FEET (MEASURED, 1 1 4 .4 0 FEET (RECORD) TO A POINT OF CURVATURE- RECORD), TO A POINT IN A NORTH LINE OF SAID 1 0 .1 3 ACRE PARCEL OF LAND; ' THENCE SOUTHWESTERLY ALONG THE ARC OF A CURVE WHOSE RADIUS IS 7 5 6 .0 0 FEET (THE LONG CHORD OF WHICH DEFLECTS LEFT 03 DEGREES 10* 54" FROM THE PRECEDING COURSE), A LONG CHORD DISTANCE OF 8 3 .9 5 FEET (MEASURED); THENCE DEFLECTING LEFT 03 DEGREES 1 0 '5 4 " FROM THE LONG CHORD OF THE LAST DESCRIBED CURVE AND RUNNING SOUTHERLY A DISTANCE OF 3 4 4 .6 2 FEET ` MEASURED), TO A POINT IN A NORTH LINE OF SAID 1 0 .1 3 ACRE PARCEL OF LAND; TTHHEENFCOELLSOOWUTINHGERLFOYURALO(4NG) CTHOEURWSEESST: ERLY LINE OF SAID 1 0 .1 3 ACRE PARCEL OF LAND FOR 1 ) FDEEEFTLEC(MTIENAGSURRIEGDH)T; 90 DEGREES 0 0 ' AND RUNNING WESTERLY, A DISTANCE OF 23 06 2 ) D8 7EF8L.4E9CTFINEGETLE(MFTEAS8U9 RDEDEGARNEDESRE58C*OR4D2)"; AND RUNNING SOUTHERLY, A DISTANCE OF 3 ) D1 5EF1L.1E9CTFINEGETRI(GMHETASU1R1 7EDDAENGDREREESC5O5R*D)4; 6" AND RUNNING NORTHWESTERLY, A DISTANCE OF 4> ^3 0^0L.0^0CTFINEGETLE(MF5E,A9SU0 REDDEGARNEDESRE0C0O' RADN) DTORUTNHNEINGACTSOUAULTHPWLEASCTEEROLFY, BAEGDINISNTIANNGC. E OF SUBJECT TO: (1 ) ALL MINERALS AND ALL MINERAL RIGHTS OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OIL AND GAS AND RIGHTS THERETO, TOGETHER WITH THE SOLE, EXCLUSIVE AND PERPETUAL RIGHT TO EXPLORE FOR, REMOVE AND DISPOSE OF, SAID MINERALS BY ANY MEANS OR METHODS SUITABLE TO UNION PACIFIC LAND RESOURCES CORPORATION, IT S SUCCESSORS AND ASSIGNS, BUT WITHOUT ENTERING UPON OR USING THE SURFACE OF THE LANDS SUBJECT TO: S f ^ i GHT^ P' W M ' KESTR1CTI S - COVENANTS AND CONDITIONS SHOWN BY j BIGHTSn r Cu v C M ^ ' c J ,,2 , SEMENTS' B IGHTS-OF-WAir, OR CLAIMS OP EASEMENTS AND IN BOUNnanv^TM Pc1 BY THE PUBI,IC REC0RDS; AND ( 3 ) DISCREPANCIES, CONFLICTS SURVPV *J ! Yt LIN E S' SH0RTAGE 0F AREA' ENCROACHMENTS AND ANY FACTS WHICH A CORRECT ?Tr lfrlECTI0NS F THE PREM1SES W ULD DISCL0SE AND ARE ^ SHOWN BY IL CAMC-Greco-000649 - 48 - REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FE E PROPERTY HEREBY CONVEYED, AND IN SUCH MANNER AS NOT TO DAMAGE THE SURFACE OF SAID LANDS OR TO INTERFERE WITH THE USE THEREOF BY CYPRUS, ITS SUCCESSORS OR ASSIGNS; AND ' ( 2 ) A PERPETUAL EASEMENT FOR A RIGHT-OF-WAY FOR THE CONSTRUCTION, OPERATION, MAINTENANCE, REPAIR, RENEWAL, RECONSTRUCTION AND RELOCATION ODEFSCRARIILBREODADBELTORWAC: KAGE AND APPURTENANCES OVER AND ACROSS THE LANDS SECTI0N6TH P .M . 0INUTHAFLLTHCOEUNNTEY/4, N FEBRASKA, BE1I5N'GTOMWORNESHPIAPRT1I1CUNLOARRTLHY, RDAENSCGERIB9EDWEASST OFOFLLTOHWE S: COMMENCING AT THE NORTHEAST CORNER OF THE W /2 OF THE N E/4 OF SAID SECTION 1 5 ; THn Ef NS E/ /f4 , TlODTFfHEEESOSUT H E' AST"ERLWY' R6 3IG2H< 1T2 OFFEEWTAYALL0INNGE OTHFEU^.S . HLIG*HNWEAOYFNSOA. ID3 0W; /2 OF HBSEISGGHJIWNSNAvYIN1GRIRGOHFTITHOGEF WHHEAYRETAINDDI6S4ETSACDNERCGIBEREEDOEFSEA23S30E5'M.42E4N0 T"F; EAERTD RTOUNANINPGOINSOTU, THTHWEESPTOERINLTY AOLFONG SAID OF 1 1 4 .4 0 FEET TO ALEPFOT IN5T8 ODEFGCRUEREVS A0TU8R' E3; 2 " AND RUNNING SOUTHWESTERLY A DISTANCE THENCE SOUTHWESTERLY ALONG THE ARC OF A CURVE, HAVING A RADIUS OF 7 5 6 0 0 FEET (THE LONG CHORD OF WHICH DEFLECTS LEFT 03 DEGREES 1 0 1 54" FROM THE PRECEDING ' COURSE) A LONG CHORD DISTANCE OP 8 3 .9 5 FEET AND A DELTA OP 0 6 DEGREES 2 1 - 5 6 " , DESCRIBED CURVE andLERFTUN0N3INGDESGORUETEHSER1L0Y' A5 4D"ISTMTA>N"CETHOBPLO3N4G1 .6C2HOFREDETOPTOTHAE PLAOSITNT, S T . S ' E * A ^ r 90 DEGREES 0 ' , # ' m"TM1NG BESTEELI * DISTM,CE * " ES49 peT S 1" TM ? " , 90 " " * OP SUBJECT TO: THE ^ B L r NRFrnpnQGHTf ^ F_MAY' RESTRICTI0NS ' COVENANTS AND CONDITIONS SHOWN BY LIN ES| SH0RTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THE PUBLIC RECORDS?0 " F ^ PREMISES W0ULD DISCL0SE AND WHICH ARE NOT SHOWN BY i CAMC-Greco-000650 49 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY THENCE DEFLECTING RIGHT 117 DEGREES 56' 0 4 ", AND RUNNING NORTHWESTERLY A DISTANCE OF 16.98 FEET TO A POINT; THENCE DEFLECTING RIGHT 62 DEGREES 03' 5 6 ", AND RUNNING NORTHERLY 1215.16 FEET TO A POINT OF CURVATURE OF A CURVE TO THE RIGHT; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 303.03 FEET, THE LONG CHORD OF WHICH DEFLECTS RIGHT 08 DEGREES 21* 41" FROM THE PRECEDING COURSE AND A CHORD DISTANCE OF 88.13 FEET AND A DELTA OF 16 DEGREES 43' 2 2 ", TO A POINT OF NON-TANGENCY; THENCE DEFLECTING LEFT 01 DEGREES 59* 53 ", AND RUNNING NORTHEASTERLY A DISTANCE OF 95.76 FEET TO A POINT ON THE SOUTHEAST RIGHT OF WAY LINE OF THE AFORE MENTIONED HIGHWAY RIGHT OF WAY; THENCE DEFLECTING RIGHT 58 DEGREES 08' 3 2 ", AND RUNNING NORTHEASTERLY ALONG SAID HIGHWAY RIGHT OF WAY A DISTANCE OF 35.32 FEET TO THE POINT OF BEGINNING. (3) LEASE AGREEMENT BETWEEN UNION PACIFIC LAND RESOURCES CORP., AS ASSIGNED, LESSOR, AND DENNIS D. EWOLDT, LESSEE, DATED OCTOBER 1, 1989, AS AMENDED. INCLUDES LANDS LOCATED IN THE NE/4 OF SECTION 15, TOWNSHIP 11 NORTH, RANGE 9 WEST, AND CONSISTS OF 31.22 ACRES, MORE OR LESS. SUBJECT TO: (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY t!TrD! ! Bn IC RECORDS; (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND TM ^ S" 0F~WAy' N0T SHOWN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS <?ttottpUNDARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 1HE PUBLIC RECORDS. - 50 CAMC-Greco-000651 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320108 METROPOLITAN TALC CO OWNED SURFACE NEW JERSEY MIDDLESEX LAND DESCRIPTION: ALL THAT TRACT OR PARCEL OF LAND AND PREMISES, HEREINAFTER PARTICULARLY ODFESMCRIDIBDELDE,SESXI,TUAANDTES, TALTYEINGOFANNEDWBJEEINRGSEIYN. THE BOROUGH OF SOUTH PLAINFIELD, COUNTY BEGINNING AT A POINT IN THE WESTERLY SIDE LINE OF THE PERTH AMBOY BRANCH OF THE LEHIGH VALLEY RAILROAD, SAID BEGINNING POINT BEING THE INTERSECTION OF THE WESTERLY SIDE OF SAID RAILROAD WITH THE DIRECT PROLONGATION IN A WESTERLY DIRECTION OF THE NORTHERLY SIDE LINE OF HARMICH ROAD; THENCE RUNNING: 1 . FROM SAID BEGINNING POINT ALONG THE WESTERLY SIDE LINE OF THE PERTH AMBOY 0^740 in VALLEY RAILR0AD S0UTH 33 DEGREES 49 MINUTES EAST A DISTANCE THENCE"*1 *34^ P INT AND C0RNER' IN A N0RTHERLY LINE OF UNITED REAL ESTATE; FEET TO AN ANGLE POLIINNET; S0TUHTEHNCE56 DEGREES 11 MINUTES WEST A DISTANCE OF 8 9 .4 6 3 . ALONG A NORTHERLY LINE OF, NOW OR FORMERLY KRIEGEL. SOUTH 61 DEORFF*? SR -- WEST A DISTANCE OE 570 FEET. HOSE OR LESS " . S Z BR' , 4 . DOWN BOUND BROOK FOLLOWING THE CENTER THEREOF IN A GENERAL NORTHERLY 2 2 0F 950 FEET' M0RE0RLESS T0 A TO ELIZABETHTOWN W A ^^ 0 0 ^ ^ ; ^ ^ ^ ^ " ^ METR P0LITAN TALC C0MRANY 599 no TM G,, EAJD SOUTHERLY LINE NORTH 56 -DEGREES 11 MINUTES EAST A DISTANCE OF B_RAN`CH9 FOEFETTHTE0LAEHpIGOHINTVAALNLEDYCORRANILERROAIND; THTHEEWNCEESTERLY SIDE LINE OF THE PERTH AMBOY A D l L N c T ^ ^ f S f SIDE P SAID RAILR0AD SOUTH 33 DEGREES 49 MINUTES EAST PR O L O N iiTM n i i T THE P INT AND PLACE P BEGINNING, BEING THE WW?IT?HH TMHEE W^ ELSTFELRLvYHLf ITNNE ROTHFERTHLYE RSIADILEROLAINDE. F HARMICH R0AD AND IT S INTERSECTION / -, SUBJECT TO: Vo "W .J Vo -(c THE RIGHTS" 0F - WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY hS h m S (2> EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF BASEMENT^ANtS IN BOUNDARY t t n p q T THE PUBLIC REC0RDS; `AND ( 3 ) DISCREPANCIES, CONFLICTS SURVEY aKm tmc! ^ t TTM ! I AGE F AREA' ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THE PUBLIC RECORDS ^ ^ PREMISES W ULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000652 51 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a SUBJECT TO: FEE PROPERTY ( 1 ) . RIGHTS, PUBLIC AND PRIVATE, TOGETHER WITH FLOODING AND DRAINAGE RIGHTS AIFFFEACNTYI.NG1THANEDPRTOEMAILSELSSTINREAQMUESS, TRIOIVNE. RS OF WATER COURSES', LCHROOSSSSIINNGG' BROOUDNDININOG OORR BOUN( 2DI)N.GRAIGNDHTASF, FEPUCTBILNIGC ATHNDE PPRREIVMAITSEES, IINN QALULESRTOIOAND.S, STREETS AND AAVVEENNUUEESS, CCRROO^STSIKNrGr , ( 3 ) . OUTSTANDING RIGHTS IN RAILROAD TRACKS, COM(P4A)N.Y ASISDERTERCAOCRKDEDEASINEMDENEETDTOBOOLKEH2IG5H0 7V, APLALGEYE R7 A5 I8L.ROAD FROM UNITED REAL ESTATF JSi " TM R 0 eL " S v i c s S tric^ 1^ 1TM " ^ " " TE" TRLEPHONS COMPANY DATED DECEMBER 2 8 . 1 9 6 5 , AS CONTAINS TM O E E o ' Z f ^ V RACE 2733 i ^ G E 0 ^ TM 1 5 AND EESERVATI0NS DEE0 * * 2 7 3 3 , PACE 4 8 1 AND DEED BOOK ( 7 ) . APPLICATION FOR WATER SERVICE - MIDDLESEX WATER COMPANY ( 8 ) . LICENSE FOR UNDERGRADE INSTALLATION - LEHIGH VALLEY RAILROAD CO. ' 9 ) - IliI>EOTraE BETWEEN UNITED REAL ESTATE C O ., AS GRANTOR VALLEY RAILROAD COMPANY DATED JULY 2D . 1 9 8 5 . RECORDED AND LIESHI!CeW ( 1 0 .) AGREEMENT DATED JULY 2 7 , 1 9 6 5 BETWEEN LPHTrn g . T m COMPANY, LICENSOR, AND METROPOLITAN TALC COMPANY, INC LICENSEE WHICH PROVIDES AN EASEMENT FOR TWO PRIVATE ROAD C R O SSIN G S?H C H SITUA' TEf OTEPNPODSI'ICTEFRT0OMANLD1CEINHSLEIEN'ES OPRFOHPEARRTWYICHTOROMAEDTUACNHDENTRHOEAD^,BOmNAE T THE SOUTHERLY LIMITS OF LICENSEE'S PROPERTY SUBJECT TO: ` ' \ THE p S r NRPrnRn e GHTf ^ F" WAY' RESTRICT10NS' COVENANTS AND CONDITIONS SHOWN BY CAMC-Greco-000653 - 52 - REDACTED DOCUMENT 'fi SCHEDU LE 5 . 8 - l a PROPERTY NUMBER PROPERTY NAME INTEREST TYPE PROPERTY TYPE STATE NAME COUNTY NAME FEE PROPERTY 320153 NEWFANE SOAPSTONE OWNED SURFACE AND MINERAL VERMONT LAND DESCRIPTION: CULLEN PROPERTY: BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO NEWFANE SOAPSTONE ASSOCIATES BY WILLIAM J . CULLEN, JR . BY WARRANTY DEED DATED FEBRUARY 1 3 , 19 84 RDEECSOCRRDIBEEDDINASBOFOOKLLO5W4 ,S: PAGE 92 OF THE NEWFANE LAND RECORDS, MORE PARTICULARLY "BEING A PORTION OF THE LANDS AND PREMISES AS CONVEYED TO WILLIAM J . CULLEN, JR BY WARRANTY DEED OF MARY M. CULLEN DATED APRIL 1 7 , 1 9 8 1 AND RECORDED APRIL 2 7 , * F1O98L1LOIWNS: BOOK 5 0 , PAGE 454 OF THE NEWFANE LAND RECORDS AND THEREIN DESCRIBED AS / J-AREA OF THEETAOSWTENRLOYF NPAEWRTFANFE ATHNDE WBEILINLGIAMMORE FCUULLLLYEND, EJSRCR. IBLEADNDASINFOTHLLEONWOSR: THWESTERN BEGINNING AT AN IRON PIPE IN THE GROUND MARKING THE NORTHEASTERLY CORNER OF THE CSAONIDVECYUEDL?LEN LAND AND ALSO THE NORTHEASTERLY CORNER OF THE PARCEL BEING HEREIN - , TM c f S 26 DEGREES 59 * W ALONG a LINE OF BLAZED TREES AND LAND OF STONE AND 2 2 A DISTANCE OF 1 0 7 9 .5 FEET TO THE NORTH END OF A STONE WALL; THENCE S 25 TDHEEGREENEDS O16F* SAWIDALOWNAGLLS; AID STONE WALL AND LAND OF STONE AND LUCCO 8 1 2 .3 FEET TO "THENCE S 26 DEGREES 1 2 ' W A DISTANCE OF 5 0 .6 FEET TO AN IRON PIPE FOR A CORNER; 64 DEGREES 4 6 ' W AL0NG A LINE OF BLAZED TREES AND LAND OF STONE AND TTOo AN AIRNODNTHPEIPNE CFRO0RS3IANGCOTRHNEERT; 0WN TRAIL KNOWN AS "SILVER MINE ROAD" 1 2 0 8 .3 FEET SUBJECT TO: i n i ! Af EMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY , REC0RDS; (2 ) C E M E N T S , RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN J , 3 - 0 TM ' N0T SH0WN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS me.- PUYBALNICD LIN ES' SH0RTAGE 0F AREA' ENCROACHMENTS AND ANY FACTS WHICH A CORRECT RinEsCpOeRcDtSi.o n o f t h e p r e m is e s would d is c l o s e and w hich a r e no t shown by CAMC-Greco-000654 - 53 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY "THENCE S 66 DEGREES 08' E ALONG LAND OF FORREST 125.5 FEET TO AN IRON PIPE IN STONES; "THENCE N 61 DEGREES 00' W A DISTANCE OF 65.0 FEET ALONG LAND OF WILLIAM AND CYNTHIA STEPHENSON TO A BLAZED MAPLE FOR A CORNER; "THENCE S 39 DEGREES 55' W ALONG A LINE OF BLAZED TREES AND LAND OF STEPHENSON 660.0 FEET TO A STAKE AND STONES; "THENCE N 70 DEGREES 33* W ALONG A LINE OF BLAZED TREES AND STEPHENSON 269.0 FEET TO AN IRON PIPE; "THENCE S 27 DEGREES 55 ' W ALONG A LINE OF BLAZED TREES AND BARBED WIRE AND STEPHENSON 921.5 FEET TO AN IRON PIPE IN THE CENTER OF A SMALL WOODS ROAD CALLED "BROADWAY"; "THENCE CONTINUING S 27 DEGREES 55* W ALONG A LINE OF BLAZED TREES AND LAND OF STEPHENSON 343.5 FEET TO THE CENTER OF "BAKER BROOK", SO-CALLED, AND LAND FORMERLY OF JULIE M. REMSEN; "THENCE FOLLOWING THE CENTER OF SAID BROOK NORTHERLY UP SAID BROOK THE FOLLOWING SIX SURVEY COURSES WHICH APPROXIMATE THE SAID CENTER OF SAID BROOK; N 49 DEGREES 0 7 ' W A DISTANCE OF 79.0 FEET; N 25 DEGREES 5 6 ' E A DISTANCE OF 116.2 FEET; N 8 DEGREES 07 ' E A DISTANCE OF 76.4 FEET; N 18 DEGREES 2 7 ' WA DISTANCE OF 214.4 FEET; N 17 DEGREES 29* WA DISTANCE OF 362.9 FEET; AND N 20 DEGREES 28' WA DISTANCE OF 145.0 FEET; "THENCE LEAVING THE BROOK AND RUNNING N 33 DEGREES 36' E ALONG A LINE OF BLAZED EES AND REMAINING LAND OF WILLIAM J . CULLEN, JR. 2041.0 FEET TO AN IRON PIPE ET IN THE CORNER OF STONE WALLS ON THE SOUTHERLY SIDE OF SAID "SILVER MINE SUBJECT TO: 1! EASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY bt/- PUBLIC RECORDS; (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND ; IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT w VE AND INSPECTI0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY t 1HE PUBLIC RECORDS. CAMC-Greco-000655 - 54 - REDACTED DOCUMENT SCHEDULE 5 . 8 - la FEE PROPERTY "THENCE CONTINUING N 33 DEGREES 36' E ACROSS SAID ROAD AND ALONG REMAINING LAND OF SAID CULLEN 1054.9 FEET TO AN IRON PIPE AT LAND OF WALTER FORREST; "THENCE S 66 DEGREES 0 8 ' E ALONG LAND OF FORREST 125.5 FEET TO AN IRON PIPE IN STONES; "THENCE CONTINUING S 65 DEGREES 40' E ALONG LAND OF FORREST AND A LINE OF BLAZED TREES 798.5 FEET TO AN IRON FENCE POST IN THE GROUND; "THENCE N 25 DEGREES 40' E ALONG FORREST 59.0 FEET TO A LARGE DEAD HEMLOCK FOR A CORNER; "THENCE S 64 DEGREES 32' E ALONG A LINE OF BLAZED TREES AND LAND OF CLARKSON 1022.0 FEET TO THE PLACE OF BEGINNING; CONTAINING BY SURVEY 115.66 ACRES, OF WHICH ABOUT 1.41 ACRES LIES WITHIN THE PUBLIC RIGHT-OF-WAY FOR THE TOWN TRAIL KNOWN AS THE "SILVER MINE ROAD". THE ABOVE DESCRIPTION WAS TAKEN FROM A SURVEY PLAN FOR THE NEWFANE SOAPSTONE ASSOCIATES, DATED AUGUST 6, 1982, B Y T . E. SCHREYER JR, OF NEWFANE, VERMONT DRAWING NUMBER 8 0 1 0 .2 ." STEPHENSON PROPERTY: BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO NEWFANE SOAPSTONE ASSOCIATES BY WILLIAM L. STEPHENSON AND CYNTHIA B. STEPHENSON BY WARRANTY DEED ! DATED JUNE 22, 1984, RECORDED IN BOOK 54, PAGE 293 OF THE NEWFANE LAND RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF THE LANDS AND PREMISES CONVEYED TO WILLIAM L . STEPHENSON AND j JfNTHIA B. STEPHENSON BY C. C. LANDMAN AND RAYMOND LANDMAN BY WARRANTY DEED ! ftTED SEPTEMBER 15, 1959, RECORDED IN BOOK 36, PAGE 258 OF THE NEWFANE LAND f RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIPE ON THE SOUTHERLY LIM IT OF SILVERMINE TOWN TRAIL, , SO-CALLED; SUBJECT TO: THP SEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY Rl{'WiPc.BIjIC REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IH J ; , F- WAY' NOT SH0WN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS SURut-v DARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THF nt PmUBALNICD rINeScPoErCdTs;.roN 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 55 CAMC-Greco-000656 REDACTED DOCUMENT SCHEDULE 5 .8 - l a FEE PROPERTY , THENCE S 39DEGREES 5 5 ' W A DISTANCE OF 1367.5 FEET ALONG REMAINING LAND OF WILLIAM AND CYNTHIA STEPHENSON TO AN IRON PIPE TO BE SET; THENCE N 70 DEGREES 33' W ALONG LAND OF SAID STEPHENSON A DISTANCE OF 186.0 FEET TO AN IRON PIPE TO BE SET ON THE EASTERLY LINE OF LAND NOW OR FORMERLY OF WILLIAM CULLEN, J R .; THENCE N 27DEGREES 55* E ALONG LAND OF SAID CULLEN 681.0 FEET TO AN IRON PIPE; THENCE S 70 DEGREES 33' E A DISTANCE OF 269.0 FEET ALONG SAID CULLEN TO A STONE IN STONES CORNER; THENCE N 39 DEGREES 55' E ALONG LAND OF SAID CULLEN 660.0 FEET TO A MAPLE TREE MARKED FOR A CORNER; THENCE S 61 DEGREES 00' E ALONG LAND OF SAID CULLEN 65.0 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 5.00 ACRES AND IS PART OF LAND AS DESCRIBED IN A DEED TO WILLIAM AND CYNTHIA STEPHENSON AS RECORDED IN NEWFANE LAND RECORDS, BOOK 36, PAGE 258, IN 1959. BEARINGS GIVEN ABOVE ARE BASED ON MAGNETIC NORTH FOR 1 9 8 2 ." SUBJECT TO: 1. LAND USE (ACT 250) PERMIT: LAND USE PERMIT NUMBER 2W0567 DATED JUNE 8, 1983, ISSUED TO NEWFANE SOAPSTONE ASSOCIATES AND OTHERS AND RECORDED IN THE NEWFANE LAND RECORDS IN BOOK 53 AT PAGES 21-25. 2. CULLEN EASEMENT: BEING THE EASEMENT AND RIGHT-OF-WAY ACQUIRED BY NEWFANE SOAPSTONE ASSOCIATES FROM WILLIAM J . CULLEN, JR. BY EASEMENT DEED DATED JANUARY 16, 1985, RECORDED IN BOOK 55, PAGE 315 OF THE NEWFANE LAND RECORDS. - 3. FORREST EASEMENT: BEING THE EASEMENT AND RIGHT-OF-WAY ACQUIRED BY NEWFANE SOAPSTONE ASSOCIATES FROM WALTER F. FORREST BY EASEMENT DEED DATED FEBRUARY 2, 1983, RECORDED IN BOOK 52, PAGE 503 OF THE NEWFANE LAND RECORDS. SUBJECT TO: U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY PUBLIC RECORDS; (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. - L CAMC-Greco-000657 - 56 - REDACTED DOCUMENT SCHEDU LE 5 . 8 - la FE E PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320156 EASTERN MAGNESIA OWNED SURFACE AND MINERAL VERMONT LAMOILLE LAND DESCRIPTION: | BEING A PORTION OF ALL AND THE SAME LAND AND PREMISES CONVEYED TO j AQUI-TAL, INC. BY WARRANTY DEED OF EASTERN MAGNESIA TALC COMPANY DATED i SEPTEMBER 30, 1967 AND RECORDED IN BOOK 41, PAGE 169, OF JOHNSON LAND RECORDS. PARCEL 1 FIRST. THE PROPERTY ON WHICH THE NEW MILL STANDS. BEING THE SAME LAND AND ' PREMISES CONVEYED BY MERRITT E. WHITE, ADMINISTRATOR OF THE ESTATE OF EDWIN : C. WHITE, TO AMERICAN MINERAL COMPANY, BY ADMINISTRATORS DEED DATED MARCH 20, i 1920, RECORDED IN BOOK 20 PAGE 475 OF JOHNSON LAND RECORDS, DESCRIBED AS THE i FOLLOWING: i BEGINNING AT THE SOUTHWESTERLY CORNER OF THE LAND NOW OWNED BY THE AMERICAN MINERAL COMPANY ON THE EASTERLY SIDE OF THE ST. J . AND I L.C .R .R . RIGHT OF WAY; THENCE SOUTHWESTERLY ALONG THE EASTERLY RIGHT , OF WAY OF SAID RAILROAD COMPANY A DISTANCE OF 400 FEET; THENCE EASTERLY FAR ENOUGH SO THAT BY TURNING AND RUNNING NORTHERLY, PARALLEL WITH THE EASTERLY LINE OF S T.J. AND L .C .R .R ., TO THE SOUTHERLY LINE OF THE PROPERTY NOW OWNED BY SAID AMERICAN MINERAL COMPANY, 2 ACRES OF LAND WILL BE INCLUDED WITHIN SAID BOUNDS. THE AMERICAN MINERAL COMPANY AGREES TO FENCE AND KEEP FENCED THE LAND HEREIN CONVEYED, WITHOUT EXPENSE TO THE SAID WHITE ESTATE. BEING THE SAME LAND AND PREMISES DESCRIBED IN A CONTRACT OF SALE DATED APRIL 6, 1918, RECORDED IN BOOK 27, PAGE 266, BETWEEN MELINDA WHITE, MERRITTE E. WHITE, WILLIAM M. WHITE AND BERTHA WHITE, HEIRS OF SUBJECT TO: (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND Rig h t s - o f - w ay, not shown by t h e p u b l ic r e c o r d s ,* and ( 3 ) d i s c r e p a n c i e s , c o n f l ic t s IN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOhN BY the pu b l ic r ec o r d s. . a, i . . CAMC-Greco-000658 - 57 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY EDWIN C . WHITE, AND AMERICAN MINERAL COMPANY; AND THE SAME PREMISES COVERED BY A CONTRACT OF SALE BETWEEN EDWIN C . WHITE ESTATE, BY MERRITT E . WHITE, ADMINISTRATOR, AND AMERICAN MINERAL COMPANY, DATED JANUARY 1 7 , 1 9 2 0 , RECORDED IN BOOK 2 7 , AT PAGES 3 4 1 AND 3 4 2 . SECOND. PROPERTY WHERE THE OLD MILL STANDS. BEING THOSE CERTAIN PIECES OF LAND CONVEYED BY A WARRANTY DEED FROM B . S . FULLINGTON TO AMERICAN MINERAL COMPANY, RDEACTOEDRDFSEBDREUSACRRYIBE9D, A1 S9 0 F7O, LLROECWOSR; DED IN BOOK 2 3 , AT PAGE 2 1 0 , OF JOHNSON LAND COMMENCING AT A STAKE SET IN THE GROUND AT 36 FEET NORTH 69 DEGREES 30 MINUTES EAST, FROM THE SOUTHWEST CORNER OF SHED BACK OF HORSE BARN ON THE GOODWIN FARM SO-CALLED, AND NORTH 34 DEGREES WEST 27 FEET FROM CENTER OF RAILROAD TRACK; THENCE SOUTH 65 DEGREES WEST 200 FEET TO A STAKE SET IN THE GROUND; THENCE SOUTH 25 DEGREES EAST 2 0 0 FEET TO A STAKE SET IN THE GROUNDTHENCE NORTH 65 DEGREES EAST 200 FEET TO A STAKE SET IN THE GROUND; THENCE* PNOORINTTH M25AKDINEGGRAEEPSARWCEESLT, 202000 FEFEETETSQTOUAARES. TAKE SET IN THE GROUND AT STARTING THE FIRST ABOVE-MENTIONED DISTANCE OF 3 6 FEET" IS MORE PARTICULARLY DESCRIBED IN SAID WARRANTY DEED OF B .S . FULLINGTON TO AMERICAN MINERAL COMPANY DATED FEBRUARY 9 , 1 9 0 7 , AND RECORDED IN BOOK 2 3 , PAGE 2 1 0 OF JOHNSON LAND RECORDS, AS BEING "ONE HUNDRED THIRTY-SIX FEET". * ALSO ANOTHER PARCEL OF LAND DESCRIBED AS FOLLOWSCOMMENCING AT A POINT IN THE EASTERLY LINE OF ABOVE DESCRIBED PARCEL SAID POINT BEING 8 FEET SOUTHERLY FROM THE NORTHEAST CORNER OF ABOVE DESCRIBED PARCEL, RUN SOUTH 16 DEGREES 30 MINUTES, EAST 347 FEET TO A STAKE SET IN THE GROUND IN BOUNDARY LINE BETWEEN SOPHRONIA PECK AND THIS GRANTOR, THENCE FOLLOWING SAID BOUNDARY LINE 109 FEET TO A STAKE TSHETENCINE TINHEAGSRTORUANIDG;HTTHLENINCEE TNOORPTHOIN1T6 DBEEGGURNEEAS T30... MINUTES, WEST 4 0 0 FEET, ALSO CONVEYING A RIGHT OF WAY AND PASSAGE FROM THE PUBLIC HIGHWAY TO THE OF THE RAILROADATIR ACFKULTLOINGTHTE0NLAANCDROHSSERTEHINE CLAONNDVEOYFEDS. AIDSAFIDULLRIINGGHTTONTOEBAESTERLY SAID RIGHT BYOFGWRAAYNTTEOE WBEITHUSEADS BKYITTBLOETHINGCROANNTVOERNIEANNCDEGTROANGTREAEN. TOR AS POSSIBLE. SUBJECT TO: 2)THE pu r ttp DPrnu * GHTS 0 F ~WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY ( C E M E N T S , RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BOUNDARY^ TKrf THE PUBLIC RECORDS;' AND (3 ) DISCREPANCIES, CONFLICTS SURREY F AREA' ENCR ACHMENTS AND ANY FACTS WHICH A CORRECT The PUBLIC RECORDS 0N F ^ PREMISES W ULD DISCL0SE AND WHICH ARE NOT SHOWN BY L CAMC-Greco-000659 58 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY SAID GRANTEE MAY BLAST AND REMOVE SUCH ROCK AND STONE AS IS NECESSARY FOR HIM TO ERECT ANY NEEDED BUILDINGS ON LAND HEREIN CONVEYED. SAID GRANTEE SHALL BUILD AND MAINTAIN ALL NEEDED FENCES ON SAID LAST DESCRIBED PARCEL OF LAND BUT SAME SHALL NOT INTERFERE WITH RIGHT OF PASSAGE HEREIN RESERVED... BEING THOSE CERTAIN MINES AND MINING RIGHTS CONVEYED BY QUIT CLAIM DEED, B. S. FULLINGTON TO AMERICAN MINERAL COMPANY DATED JULY 10, 1917, RECORDED IN BOOK 28, PAGE 487 OF JOHNSON LAND RECORDS DESCRIBED AS FOLLOWS: IT IS UNDERSTOOD THAT IN SELLING THESE RIGHTS TO THE AMERICAN MINERAL COMPANY THAT I HEREBY RELEASE THE SAID AMERICAN MINERAL COMPANY FROM ALL ITS DUTIES LIA B ILITIE S AND OBLIGATIONS TO ME OF EVERY NAME, KIND AND NATURE, UNDER A CERTAIN LEASE FROM MYSELF TO THE AMERICAN MINERAL CO., DATED FEBRUARY 2, 1906 AND RECORDED IN VOL. 23, PP 163-165 OF THE JOHNSON LAND RECORDS. PARCEL NO. 2 BEING ALL AND THE SAME LAND AND PREMISES CONVEYED TO THE EASTERN MAGNESIA \ TALC C0MpANY, INC. BY WARRANTY DEED OF EMILE FOURNIER AND MARIE L. < FOURNIER DATED JULY 8, 1947, AND RECORDED IN BOOK 3, PAGE 432, OF JOHNSON LAND RECORDS WHEREIN SAID LAND AND PREMISES ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PIECE OR PARCEL OF LAND OUT OF OUR HOME FARM. SAID FARM BEING DEEDED TO US THE SAID EMILE FOURNIER AND MARIE L . FOURNIER BY WARRANTY DEED FROM H. C. PARKER, WHICH DEED IS DATED SEPTEMBER 24, 1928 AND IS OF RECORD IN BOOK 30 AT PAGE 214 OF THE JOHNSON LAND RECORDS. THE LAND HEREIN CONVEYED BEING DESCRIBED UNDER A SURVEY AS FOLLOWS: THE SURVEY BEGINS AT AN IRON PIN SUNK IN THE GROUND IN THE TOWN OF JOHNSON, VERMONT, THE COMMON POINT OF PLOT 'A ', THE 'OLD MILL PLOT* AND THE 'NEW MILL PLOT* AND PROCEEDING N 65 DEGREES 30 MINUTES EAST A DISTANCE OF 101.2 FEET TO AN IRON PIN SUNK IN THE GROUND AT THE COMMON POINT OF PLOT 'A *, THE 'OLD MILL PLOT' AND THE 'TRAMWAY LO T', THENCE NORTH 17 DGREES 43 MINUTES EAST A DISTANCE OF 231.7 FEET TO A SUBJECT TO: ' ' I ! fA SEMENTSr RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R T ru ^ REC0RDS? <2 > EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND KIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS SriDi7^UNDARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THP iat PnYUBALNIC RINESCPOERCDTSI.ON 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY L CAMC-Greco-000660 - 59 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY WOODEN STAKE, THENCE NORTH 55 DEGREES 19 MINUTES WEST A DISTANCE OF 8 0 .4 FEET TO A WOODEN STAKE, THENCE SOUTH 84 DEGREES 38 MINUTES WEST A DISTANCE OF 2 7 5 .4 FEET TO AN IRON PIPE SUNK IN THE GORUND AT THE FENCE LINE SEPARATING THE TOWN ROAD RIGHT OF WAY AND THE LAND BELONGING TO EMILE AND MARIE L . FOURNIER, WHICH POINT I S THE SOUTHEASTERLY CORNER OF THE PARCEL HEREIN CONVEYED; THENCE ABOUT 2 7 5 FEET ALONG THE TOWN ROAD RIGHT OF WAY IN A GENERAL DIRECTION OF SOUTH 69 DEGREES WEST TO A FENCE CORNER AT A FOUR TRUNKED TREE, THENCE ALONG THE FENCE LINE NORTH 51 DEGREES 45 MINUTES WEST A DISTANCE OF 15 FEET TO A BEND IN THE FENCE LIN E, THENCE ALONG THE FENCE LINE NORTH 66 DEGREES 40 MINUTES WEST A DISTANCE OF 1 2 .4 FEET TO A BEND IN THE FENCE LIN E, THENCE ALONG THE FENCE LINE NORTH 78 DEGREES 00 MINUTES WEST A DISTANCE OF 4 6 .5 FEET TO A FENCE CORNER, THENCE ALONG THE FENCE LINE NORTH 15 DEGREES 54 MINUTES WEST ABOUT 58 FEET TO THE LAMOILLE RIVER, THENCE ALONG SAID LAMOILLE RIVER IN A GENERAL DIRECTION OF NORTH 58 DEGREES EAST ABOUT 3 4 5 FEET TO AN IRON PIPE ON THE RIVER BANK, THENCE 1 6 8 FEET IN A GENERAL DIRECTION OF SOUTH 14 DEGREES 00 MINUTES EAST TO THE IRON P IPE BEFORE MENTIONED AT THE FENCE LINE OF THE TOWN RIGHT OF WAY AND THE LAND OF EMILE AND MARIE L . FOURNIER. THE PARCEL OF LAND DESCRIBED IN THIS PARAGRAPH CONTAINS A CALCULATED AREA OF .9 0 ACRES. ALL BEARING IN THIS DESCRIPTION ARE MAGNETIC. MEANING TO CONVEY BY THIS DEED THE LANDS LYING WITHIN THE ABOVE DESCRIBED BOUNDS. PARCEL NO. 3 BEING ALL AND THE SAME LAND AND PREMISES CONVEYED TO EASTERN MAGNESIA TALC COMPANY, INC. BY WARRANTY DEED OF LUCIEN DESJARDINS AND ROSA E . DESJARDINS DATED JULY 5 , 1 9 5 1 , AND RECORDED IN BOOK 3 5 , PAGE 2 8 8 , OF JOHNSON LAND RECORDS AS CORRECTED BY QUITCLAIM DEED DATED JULY 1 0 , 1 9 5 1 , AND RECORDED IN BOOK 3 5 , PAGE 293, OF JOHNSON LAND RECORDS. THE LAND AND PREMISES HEREIN CONVEYED ARE MORE PARTICULARLY DESCRIBED IN SAID LAST MENTIONED QUITCLAIM DEED AS FOLLOWS: A FARM OF TWO HUNDRED THIRTY ( 2 3 0 ) ACRES OF LAND, MORE OR LESS, WITH ALL BUILDINGS THEREON, SITUATED ALONG FRENCH HILL ROAD, SO-CALLED, PARTLY IN THE INCORPORATED VILLAGE OF JOHNSON, BOUNDED SUBSTANTIALLY AS FOLLOWS (ADJOINING LANDOWNERS NAMED BEING PRESENT OR FORMER OWNERS): SUBJECT TO: (!) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY HE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND GHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT rUERVPEYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000661 - 60 - REDACTED DOCUMENT SCHEDULE 5 .8 - la FEE PROPERTY ON THE NORTH BY STILES, AND THE LAMOILLE RIVER, EAST BY THE LAMOILLE RIVER, AND LANDS OF PARKER, LAMBERT, DESSUREAULT, C. MC LEAN, ROBERT COAN AND BOENIG; SOUTH BY THE FRENCH HILL ROAD, SO-CALLED AND LANDS OF SAID PARKER AND SAID COAN; AND WEST BY LAND OF F. HOOPER. BEING ALL OF THE LAND AND PREMISES WHICH WERE CONVEYED TO LUCIEN DESJARDINS AND ROSA E. DESJARDINS BY WARRANTY DEED OF FRANCIS E. LE MAY AND KATHLEEN A. LE MAY, DATED APRIL 18, 1950, RECORDED IN VOL. 345, PAGE 124 OF THE LAND RECORDS OF THE TOWN OF JOHNSON. THIS DEED IS EXECUTED AND DELIVERED TO CORRECT NAMES OF ADJOINING PROPERTY OWNERS AS SET FORTH IN A DEED FROM THE GRANTORS HEREIN TO THE GRANTEE HEREIN, DATED JULY 5, 1951 AND RECORDED IN VOL. 35, ON PAGE 288 OF THE TOWN OF JOHNSON LAND RECORDS. THERE IS INCLUDED ALSO IN THIS CONVEYANCE, ALL OUR RIGHT TITLE AND INTEREST IN AND TO A CERTAIN SPRING SITUATED NEAR THE FARMHOUSE BUT ON THE LAND OF SAID COAN, WHICH SPRING HAS SERVED THIS FARM AND THIS FARMHOUSE FOR MANY YEARS, TOGETHER WITH ALL OTHER APPURTENANT RIGHTS. N SUBJECT TO: 1. RIGHT OF WAY EASEMENT CONVEYED BY THE GRANTOR HEREIN TO VERMONT ELECTRIC COOPERATIVE, INC. DATED JUNE 16, 1969, AND RECORDED IN BOOK 41, PAGE 426B, OF JOHNSON LAND RECORDS; 2. LAND AND PREMISES CONVEYED BY QUIT CLAIM DEED OF THE GRANTOR HEREIN TO THE VILLAGE OF JOHNSON DATED JUNE 18, 1973, AND RECORDED IN BOOK 43, PAGE 180, OF JOHNSON LAND RECORDS; 3. PERPETUAL RIGHTS AND EASEMENT CONVEYED BY THE GRANTOR HEREIN TO VERMONT ELECTRIC POWER COMPANY, INC. DATED APRIL 21, 1975, AND RECORDED IN BOOK 43, PAGE 476A, OF JOHNSON LAND RECORDS. 4. ALL EASEMENTS, RIGHTS-OF-WAY, VISIBLE SERVITUDES, LIENS AND OTHER ENCUMBRANCES OF RECORD. SUBJECT TO: \ ^ EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY ! / PUBLIC RECORDS; (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND l GHTS-OF-WAY, NOT SHOWN BY' THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS i ^ BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT | rp!!RVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY ! PUBLIC RECORDS. CAMC-Greco-000662 REDACTED DOCUMENT SCHEDU LE 5 . B - la FEE PROPERTY , there i s excepted and reserved from the operation of t h is deed and CONVEYANCE ANY AND ALL PARCELS OF LAND, RIGHTS OF ANY NATURE OR ANY OTHER INTEREST IN AND TO ANY OF THE PROPERTY OR RIGHTS HEREIN CONVEYED WHICH HAVE BEEN HERETOFORE CONVEYED BY THE GRANTOR HEREIN OR ITS PREDECESSORS IN TITLE TO ANY OTHERS. REFERENCE IS HEREBY MADE TO THE AFOREMENTIONED DEED AND THEIR RECORDS AND TO THE DEEDS REFERRED TO THEREIN AND THEIR RECORDS IN FURTHER AID OF THIS DESCRIPTION. SUBJECT TO: J\ ^ EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND GHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS : BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT URVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000663 - 62 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FE E PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320172 BELISLE, ARTHUR ETUX OWNED SURFACE VERMONT ORLEANS LAND DESCRIPTION: BEING A PORTION OF THE LAND AND PREMISES CONVEYED TO GRANTORS HEREIN BY EUGENE LAFARIER BY WARRANTY DEED DATED OCTOBER 1, 1942 AND RECORDED IN BOOK 30, PAGE_ 427 OF THE LAND RECORDS OF THE TOWN OF TROY, VERMONT WHICH SAID PORTION WAS EXCEPTED AND RESERVED FROM THE CONVEYANCE BY WARRANTY DEED OF THE GRANTORS HEREIN TO ROBERT JUDD AND MARY JUDD, HUSBAND AND WIFE, WHICH SAID DEED WAS DATED THE 10TH DAY OF JUNE, 1970 AND RECORDED IN BOOK 37, PAGE 285 OF THE LAND RECORDS OF THE TOWN OF TROY, VERMONT BEING THEREIN MORE PARTICULARLY DESCRIBED AS FOLLOW: STARTING AT A POINT ON THE SOUTHWESTERLY SIDE OF THE LOOP ROAD, SO-CALLED, ON WHICH POINT A LINE FENCE IS LOCATED; THENCE PROCEEDING IN A GENERAL SOUTHERLY DIRECTION ALONG SAID LINE FENCE A DISTANCE OF 554 FEET TO A POINT FOR A CORNER; THENCE PROCEEDING IN A GENERAL NORTHEASTERLY DIRECTION A DISTANCE OF 355 FEET TO THE SOUTHWESTERLY SIDE OF SAID ROAD; THENCE PROCEEDING IN A GENERAL NORTHWESTERLY DIRECTION ALONG THE SOUTHWESTERLY SIDE OF SAID HIGHWAY A DISTANCE OF 421 FEET TO THE POINT OF BEGINNING. SAID PARCEL IS TRIANGULAR IN SHAPE AND CONTAINS APPROXIMATELY 1.715 ACRES. EXCEPTING AND RESERVING, HOWEVER, CERTAIN MINERAL RIGHTS DESCRIBED IN A DEED OF PETER PHILLIPS TO A. M. BRADLEY, DATED AUGUST 5, 1981, RECORDED IN BOOK 13, PAGE 67 OF THE TROY LAND RECORDS AND CERTAIN POLE RIGHTS NOW ENJOYED BY THE RURAL ELECTRIFICATION ASSOCIATION. THERE IS ALSO HERBY CONVEYED A CERTAIN SPRING, ALSO EXCEPTED AND RESERVED IN SAID DEED FROM THE GRANTORS HEREIN TO ROBERT JUDD AND MARY JUDD, HUSBAND AND WIFE, AND IN SAID DEED THE SAID SPRING IS DESCRIBED AS FOLLOWS: SUBJECT TO: THP ?ASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN PnTrTF_WAY' NT SH0WN BY THE ^ B L I C RECORDS; AND <3) DISCREPANCIES, CONFLICTS SURijr. DARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS. CAMC-Greco-000664 - 63 - REDACTED DOCUMENT SCHEDULE S . 8 - la FE E PROPERTY "LOCATED APPROXIMATELY 546 FEET SOUTHERLY OF THE SOUTHWEST CORNER OF THE HOUSE ON SAID EXCEPTED AND RESERVED PARCEL (BEING THE 1.715 ACRE PARCEL IMMEDIATELY ABOVE DESCRIBED) AND A PARCEL OF LAND 48 FEET ON EACH OF FOUR SIDES AROUND SAID SPRING. THERE IS ALSO EXCEPTED AND RESERVED A RIGHT OF WAY TO AND FROM SAID SPRING, AND THE RIGHT TO LAY, MAINTAIN, REPAIR AND RE-LAY IF NECESSARY A PIPELINE TO SAID SPRING." SUBJECT TO: (1) RIGHT OF WAY FOR POLE LINE CONVEYED BY THE GRANTORS HEREIN TO VERMONT ELECTRIC COOPERATIVE, INC. WHICH SAID GRANT IS RECORDED IN BOOK 37, PAGE 884 OF THE LAND RECORDS OF THE TOWN OF TROY, VERMONT. (2) LEASE AGREEMENT BETWEEN GREEN MOUNTAIN TALC CORPORATION, LESSOR, AND GARY SHELTRA AND CHRIS ALLEN, LESSEE, DATED AUGUST 1, 1991. i I J Subject TO: iV i i * EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RTrDmBLIC REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND j S-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS SlTtm^NDARY EINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT ^VEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. CAMC-Greco-000665 - 64 - REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FE E PROPERTY PROPERTY NUMBER: 320173 PROPERTY NAME: BERTHIAUME, LOUIS INTEREST TYPE: OWNED PROPERTY TYPE: SURFACE AND MINERAL STATE NAME: VERMONT COUNTY NAME: ORLEANS LAND DESCRIPTION: BS IN* TM ? ? TI0N F ALL AND THE SAME LANDS AND PREMISES CONVEYED TO L OUIS uw ' DATED JULY 2 , 1 9 5 6 , RECORDED A" T BffOMORKA3,F3r,r PDAEGmE 20F2 6 AOGFATtHtEtfB-Hn.nInHvIArUaMwnE, RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS ALL AND THE SAME LANDS ANn VPERREMMOINSETSPRSHEOPWARNEDONFOARCOEMRTYAAI,NI NSUCR.V"E, YDEANTETDITLDEEDCEM"PBLEARNi O" F LAND LO CA^D S S rov BLAIS SURVEYING COMPANY, NEWPORT, VERMONT, MAP # 2 3 0 -8 6 AND BEING TWO " ND SBAB1NG A C0MH0B - - ~ARDF PARCEL 1 : BEGINNING AT A STONE PILE LOCATED IN A WIRE FENCE cnnN Fn th e southeasterly corner o f th e parcel he^eJn S w e " d m d S n^ " C E N T TO LAND NOW OR FORMERLY OF FELIX CHAPUT- THENCE PROCEEDING IN A NORTHERLY DIRECTION ALONG AN EXISTING WIRE FENCE AND EEA^ LINE F0LL0WING A CURVE AND THEN A STRAIGHT LINE HAVING THE FEET TO AN IRON P IP E FO7UNDDECIBNEETSHE38GRMOISUONTDEASTAW.IRE^ " FE"NCt E" ccrerowOcFD " p . l THENCE CONTINUING ALONG A WIRE FENCE AND BLAZED^LINE^NOW OR D E R L Y OF RETZLER, NORTH 1 1 DEGREES 21 MINUTES EAST, A DISTANCE OF l i f 0 f f f ^ " 1H0B ROD ROUND IN THE GROUND; THENCE PROCEEDING ALONG A BLAZED POINT; x s d S r .u ^ r,T ARCEL HEREIN CoONVEYED AND T-HE SOUTHEASTERLY CORNER OF PARCEL 2 AS " FTER DESCRIBED; THENCE PROCEEDING SOUTH 5 DEGREES 44 MINUTES WEST, A DISTANCE OF 1 ,5 8 8 .4 FEET ALONG A WIRE FENCE TO A N ^ B E R 5 ED SET REBAR LOCATED IN A WIRE FENCE CORNER; THENCE PROCEEDING SUBJECT TO: WE t o S J T rL jr m 681? ^ ^ ' i y s -o f -w a y ? noT s h TM COVENANTS AND CONDITIONS SHOWN BY B C" i m s p " " CAMC-Greco-000666 65 - REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FEE PROPERTY SOUTH 76 DEGREES 28 MINUTES EAST, A DISTANCE OF 2 ,0 8 1 .7 FEET ALONG A WIRE FENCE TO A 12" BEECH TREE; THENCE PROCEEDING SOUTH 71 DEGREES A MINUTES EAST, ALONG A WIRE FENCE FOR A DISTANCE OF 320.5 FEET TO A STONE PILE MARKING THE POINT AND PLACE OF BEGINNING. CONTAINING 90.1 ACRES, MORE OR LESS. PARCEL 2: BEGINNING AT A WOOD CORNER POST FOUND MARKING THE POINT OF INTERSECTION BETWEEN THE SOUTHEASTERLY CORNER OF THE PARCEL HEREIN CONVEYED AND THE NORTHWESTERLY CORNER OF PARCEL 1 AS DESCRIBED ABOVE; THENCE PROCEEDING NORTH 5 DEGREES 41 MINUTES EAST, A DISTANCE OF 1 ,4 9 3 .2 FEET ALONG A WIRE FENCE AND BLAZED LINE TO AN IRON PIPE FOUND IN THE GROUND; THENCE PROCEEDING NORTH 78 DEGREES 55 MINUTES WEST, A DISTANCE OF 568 FEET ALONG A WIRE FENCE AND BLAZED LINE TO A POINT; THENCE PROCEEDING NORTH 73 DEGREES 20 MINUTES WEST, A DISTANCE OF 801.0 FEET ALONG A WIRE FENCE AND BLAZED LINE TO A POINT; THENCE PROCEEDING NORTH 69 DEGREES 10 MINUTES WEST, A DISTANCE OF 416,2 FEET TO AN IRON PIPE FOUND IN THE GROUND; THENCE PROCEEDING NORTH 70 DEGREES 53 MINUTES WEST, A DISTANCE OF 587.6 FEET TO AN IRON PIPE FOUND IN THE GROUND MARKING THE NORTHWESTERLY CORNER OF THE PARCEL HEREIN CONVEYED, BEING LOCATED ON THE WESTFIELD/TROY TOWN LIN E ; THENCE PROCEEDING ALONG THE WESTFIELD/TROY TOWN LINE SOUTH 14 DEGREES 25 MINUTES WEST, A DISTANCE OF 1,650 FEET TO A CAPPED SET REBAR SET IN A WIRE FENCE CORNER; THENCE PROCEEDING ALONG A WIRE FENCE ALONG THE APPROXIMATE COURSE OF SOUTH 77 DEGREES 23 MINUTES EAST, A DISTANCE OF 2 ,5 9 4 .5 FEET TO A WOODEN CORNER POST FOUND, MARKING THE POINT AND PLACE OF BEGINNING. CONTAINING 87.2 ACRES, MORE OR LESS. t subject t o : Sj tf. U) EASEMENTS, RIGHTS-OF-WAY, RThlerimP.-U-B--L-I-C--R--E-C-O--R-DCS2;) EASEMENTS, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND BY i^HTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS ^ StnjBOlJNDARY LINES' PORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT AND in s p e c tio n of THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS. CAMC-Greco-000667 66 REDACTED DOCUMENT SCHEDULE 5 - 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE; STATE NAME: COUNTY NAME: 320174 BONNEAU, JEAN PAUL OWNED SURFACE AND MINERAL VERMONT ORLEANS LAND DESCRIPTION:* BEING A PORTION OF ALL AND THE SAME LAND AND PREMISES CONVEYED TO JEAN PAUL BONNEAU AND GERMAINE BONNEAU BY DEED OF PAUL J . AND PAULINE V . LA ROSE DATED APRIL 5, 1973 RECORDED AT BOOK 38, PAGE 278 OF THE TROY LAND RECORDS. BEING ALL OF-SAID LANDS EXCEPT THE LANDS AND PREMISES CONVEYED BY DEED OF JEAN PAUL BONNEAU AND GERMAINE BONNEAU TO MUNIER DATED APRIL 30, 1973 RECORDED AT BOOK 38, PAGE 275 OF THE TROY LAND RECORDS. THE PREMISES CONVEYED HEREIN ARE FURTHER MORE PARTICULARLY DESCRIBED ON A CERTAIN SURVEY ENTITLED, "PLAT OF SURVEY FOR JEAN PAUL BONNEAU IN THE TOWN OF \ WESTFIELD (S IC , TROY), VERMONT", SURVEYED BY PETER BERNHARDT APRIL , 1973 AND j CERTIFIED BY JOHN A. MARSH AND MORE PARTICULARLY DESCRIBED THEREON AS FOLLOWS: BEGINNING AT A WIRE FENCE CORNER MARKING THE NORTHEASTERLY CORNER OF THE PARCEL HEREIN CONVEYED AND LOCATED IN THE SOUTHERLY LINE OF PARCEL 1 AS DESCRIBED IN THE DEED FROM LEWIS BERTHIAUME TO VERMONT TALC, INC. BY DEED DATED JULY 10, 1987, RECORDED AT BOOK 45, PAGE 407 OF THE TROY LAND RECORDS; * THENCE PROCEEDING IN A WIRE FENCE THE FOLLOWING COURSES AND DISTANCES: [ NORTH 68 DEGREES WEST, A DISTANCE OF 220 FEET, MORE OR LESS, TO A POINT; THENCE PROCEEDING NORTH 76 DEGREES 30 MINUTES WEST, A DISTANCE OF 196 FEET TO A POINT; SUBJECT TO: TWp EASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY \ RT PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND } ^ S -O F -W A Y , NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS Stir} UNDAR LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT AND INSPECTI0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. - 67 - CAMC-Greco-000668 REDACTED DOCUMENT SCHEDULE 5 .8 -la FEE PROPERTY THENCE PROCEEDING NORTH 74 DEGREES WEST, A DISTANCE OF 200 FEET TO A POINT THENCE PROCEEDING NORTH 76 DEGREES WEST, A DISTANCE OF 800 FEET TO A POINT THENCE PROCEEDING NORTH 70 DEGREES WEST, A DISTANCE OF 200 FEET TO A POINT THENCE PROCEEDING NORTH 75 DEGREES WEST, A DISTANCE OF 200 FEET TO A POINT THENCE PROCEEDING NORTH 72 DEGREES WEST, A DISTANCE OF 103 FEET TO A POINT THENCE PROCEEDING NORTH 71 DEGREES WEST, A DISTANCE OF 161 FEET TO A POINT THENCE PROCEEDING NORTH 73 DEGREES WEST, A DISTANCE OF 176 FEET TO A POINT THENCE PROCEEDING NORTH 77 DEGREES WEST, A DISTANCE OF 131 FEET TO A POINT THENCE PROCEEDING NORTH 73 DEGREES WEST, A DISTANCE OF 111 FEET TO A POINT THENCE PROCEEDING NORTH 71 DEGREES WEST, A DISTANCE OF 215 FEET TO A POINT THENCE PROCEEDING NORTH 72 DEGREES WEST, A DISTANCE OF 91 FEET TO A POINT; THENCE PROCEEDING NORTH 71 DEGREES WEST, A DISTANCE OF 127 FEET TO A POINT THENCE PROCEEDING NORTH 66 DEGREES WEST, A DISTANCE OF 172 FEET TO A POINT THENCE PROCEEDING NORTH 69 DEGREES WEST, A DISTANCE OF 198 FEET TO A POINT THENCE PROCEEDING NORTH 72 DEGREES WEST, A DISTANCE OF 17B FEET TO A POINT, THENCE PROCEEDING NORTH 75 DEGREES WEST, A DISTANCE OF 128 FEET TO A POINT, THENCE PROCEEDING NORTH 81 DEGREES 30 MINUTES WEST, A DISTANCE OF 230 FEET CTOONAVETYWEDO;-INCH HEMLOCK MARKING THE NORTHWESTERLY CORNER OF THE PARCEL HEREIN SUBJECT TO: THP ?ASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY * * * * * RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IR ^ f j F- WAY' - N0T SHOW BY THE PUBLIC'RECORDS; AND (3 ) D ISCREPANCIESf^CONFLICTS 8 * * LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT VEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. L` I CAMC-Greco-000669 68 REDACTED DOCUMENT SCHEDULE 5 - 8 - l a FEE PROPERTY THENCE PROCEEDING SOUTH 16 DEGREES WEST, A DISTANCE OF 92 FEET TO A POINT; THENCE PROCEEDING SOUTH 39 DEGREES WEST, A DISTANCE OF 36 FEET TO A POINT; THENCE PROCEEDING SOUTiI 15 DEGREES WEST, A DISTANCE OF 83 FEET TO A POINT; THENCE PRCEEDING SOUTH 1 DEGREE EAST, A DISTANCE OF 186 FEET TO A WIRE FENCE CORNER; THENCE PROCEEDING NORTH 89 DEGREES EAST, A DISTANCE OF 92 FEET TO A POINT; THENCE PROCEEDING SOUTH 88 DEGREES EAST, A DISTANCE OF 137 FEET TO A POINT; THENCE PROCEEDING SOUTH 72 DEGREES EAST, A DISTANCE OF 94 FEET TO A POINT; THENCE PROCEEDING SOUTH 42 DEGREES EAST, A DISTANCE OF 40 FEET TO A POINT; THENCE PROCEEDING SOUTH 19 DEGREES WEST, A DISTANCE OF 198 FEET TO A POINT; THENCE PROCEEDING SOUTH 21 DEGREES WEST, A DISTANCE OF 123 FEET TO A POINT; THENCE PROCEEDING SOUTH 22 DEGREES WEST, A DISTANCE OF 78 FEET TO A POINT; THENCE PROCEEDING SOUTH 5 DEGREES EAST, A DISTANCE OF 92 FEET TO A POINT; THENCE PROCEEDING SOUTH 76 DEGREES WEST, A DISTANCE OF 200 FEET TO A POINT; THENCE PROCEEDING SOUTH 71 DEGREES WEST, A DISTANCE OF 81 FEET TO A POINT; THENCE PROCEEDING SOUTH 47 DEGREES WEST, A DISTNACE OF 138 FEET TO A 34 INCH ELM TREE AND WIRE FENCE CORNER; .. THENCE PROCEEDING SOUTH 73 DEGREES EAST, A DISTANCE OF 132 FEET TO A POINT; THENCE PROCEEDING SOUTH 37 DEGREES EAST, A DISTANCE OF 97 FEET TO A POINT; THENCE PROCEEDING SOUTH 27DEGREES WEST, A DISTANCE OF 55 FEET TO A POINT; SUBJECT TO: ja_ ^SEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY Bt^ LIC records* (2 ) EASEMENTS, RIGHTS-OF-WAY, . OR CLAIMS OF EASEMENTS AND IN tr^F~WAY'"'N0T SH0WN BY THE-PUBLIC-RECORDS; AND (3) DISCREPANCIES^" CONFLICTS SUmm NDARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT Y AND INSPECTI0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. - 69 - CAMC-Greco-000670 REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FEE PROPERTY THENCE PROCEEDING SOUTH 48 DEGREES WEST, A DISTANCE OF 85 FEET TO A POINT; THENCE PROCEEDING SOUTH 10 DEGREES WEST, A DISTANCE OF 25 FEET TO A POINT; THENCE PROCEEDING SOUTH 34 DEGREES WEST, LOCATED AT A 16 INCH SPRUCE TREE; A DISTANCE OF 165 FEET TO A POINT THENCE PROCEEDING SOUTH 36 DEGREES WEST, A DISTANCE OF 30 FEET TO A POINT; THENCE PROCEEDING SOUTH 12 DEGREES WEST, A DISTANCE OF 63 FEET TO A POINT; THENCE PROCEEDING SOUTH 40 DEGREES WEST, A DISTANCE OF 87 FEET TO A POINT; THENCE PROCEEDING SOUTH 45 DEGREES WEST, A DISTANCE OF 70 FEET TO A POINT; THENCE PROCEEDING SOUTH 5 DEGREES EAST, A DISTANCE OF 98 FEET TO A POINT MARKING THE SOUTHWESTERLY CORNER OF THE PARCEL HEREIN CONVEYED; THENCE PROCEEDING SOUTH 80 DEGREES EAST, A DISTANCE OF 280 FEET TO A POINT; THENCE PROCEEDING SOUTH 81 DEGREES EAST, A DISTANCE OF 165 FEET TO A POINT THENCE PROCEEDING NORTH 87 DEGREES EAST, A DISTANCE OF 31 FEET TO A POINT LOCATED IN AN 18 INCH YELLOW BIRCH; THENCE PROCEEDING SOUTH 79 DEGREES EAST, A DISTANCE OF 190 FEET TO A POINT; THENCE. PROCEEDING SOUTH 82 DEGREES EAST, A DISTANCE OF 140 FEET TO A 12 INCH BLAZED OAK; THENCE PROCEEDING SOUTH 65 DEGREES EAST, A DISTANCE OF 96 FEET TO A POINT; THENCE PROCEEDING SOUTH 83 DEGREES EAST, A DISTANCE OF 114 FEET TO A 4 INCH BLAZED MAPLE j t THENCE PROCEEDING SOUTH 77 DEGREES EAST, A DISTANCE OF 399 FEET TO A POINT; SUBJECT TO: EASEMENTS, RIGHTS OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBL!C RECORDS; (2 ) EASEMENTS,' RIGHTS-OF-WAY, OR-CLAIMS OF EASEMENTS AND S n ^ F" WAY' ` N T SH0WN BY' THE ' PUBLIC RECORDS' AND ( 3 ) DISCREPANCIES^ CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT URVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY *HE PUBLIC RECORDS. CAMC-Greco-000671 - 70 REDACTED DOCUMENT SCHEDULE 5 .8 - la FEE PROPERTY THENCE PROCEEDING SOUTH 83 DEGREES EAST, A DISTANCE OF 145 FEET TO A POINT; THENCE PROCEEDING SOUTH 72 DEGREES EAST, A DISTANCE OF 153 FEET TO A POINT; THENCE PROCEEDING SOUTH 81 DEGREES EAST, A DISTANCE OF 296 FEET TO A POINT; THENCE PROCEEDING SOUTH 65 DEGREES EAST, A DISTANCE OF 295 FEET TO A POINT; THENCE PROCEEDING SOUTH 81 DEGREES EAST, A DISTANCE OF 97 FEET TO A POINT; THENCE PROCEEDING SOUTH 69 DEGREES EAST, A DISTANCE OF 200 FEET TO A POINT; THENCE PROCEEDING SOUTH 72 DEGREES EAST, A DISTANCE OF 153 FEET TO A POINT; THENCE PROCEEDING SOUTH 75 DEGREES EAST, A DISTANCE OF 181 FEET TO A POINT; THENCE PROCEEDING SOUTH 69 DEGREES EAST, A DISTANCE OF 134 FEET TO A POINT; THENCE PROCEEDING SOUTH 76 DEGREES EAST, A DISTANCE OF 173 FEET TO A POINT; THENCE PROCEEDING SOUTH 72 DEGREES EAST, A DISTANCE OF 188 FEET TO A POINT; THENCE PROCEEDING SOUTH 77 DEGREES EAST, A DISTANCE OF 176 FEET TO A POINT; THENCE PROCEEDING SOUTH 76 DEGREES EAST, A DISTANCE OF 200 FEET TO A POINT; CTFEHONENNCVCEEEYCEOPDRR; NOECREEMDAINRGKINSGOUTTHHE71SODUETGHREEAESSTEERALYSTC,OARNEDRISTOAFNCTHEEOPFAR11C4ELFHEEETRETINO A WIRE THENCE PROCEEDING NORTH 10 DEGREES EAST, A DISTANCE OF 193 FEET TO A POINT; THENCE PROCEEDING NORTH 16 DEGREES EAST, A DISTANCE OF 200 FEET TO A POINT; THENCE PROCEEDING NORTH 8 DEGREES EAST, A DISTANCE OF 200 FEET TO A POINT; THENCE PROCEEDING NORTH 12 DEGREES EAST, A DISTANCE OF 200 FEET TO A POINT; SUBJECT TO: ) THE PirnTTr- , RIGHTS-0F-WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RIGHTSJ^CTjavC0RDS; (2 ) EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN BQTTMnaDW A ^ ' N T SH0WN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES'TCONFLICTS SURVEY AREA' ENCR0ACHMENTS AND ANY FACTS WHICH A CORRECT THE PUBLI? RECORD^ PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY L^ CAMC-Greco-000672 - 71 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE PROCEEDING NORTH 11 DEGREES EAST, A DISTANCE OF 198 FEET TO A POINT; THENCE PROCEEDING NORTH 15 DEGREES EAST, A DISTANCE OF 126 FEET TO A POINT; THENCE PROCEEDING NORTH 5 DEGREES EAST, A DISTANCE OF 198 FEET TO A POINT; THENCE PROCEEDING NORTH 2 DEGREES WEST, A DISTANCE OF 200 FEET TO A POINT; THENCE PROCEEDING NORTH 2 DEGREES EAST, A DISTANCE OF 168 FEET TO A POINT; TM " E F 65 PEOT - * CONTAINING 144 ACRES, MORE OR LESS. y r SUBJECT TO: J ? U B U C NRECORDSG H T u F" M m E N T S TRIHTrHT' C',ENAMTS AND CONDITIONS SHOWN BY $ CAMC-Greco-000673 - 72 - REDACTED DOCUMENT SCHEDULE 5 .8 - l a FE E PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320175 BEETLEBROOK SUGARING OWNED SURFACE AND MINERAL VERMONT ORLEANS LAND DESCRIPTION: BEGINNING AT A POINT IN THE CENTERLINE OF TOWN HIGHWAY # 2 8 , WHICH POINT MARKS THE INTERSECTION OF SAID CENTERLINE WITH THE CENTERLINE OF. TOWN HIGH WAY #29 IN THE TOWN OF TROY; THENCE FROM SAID POINT OF BEGINNING RUNNING ALONG THE CENTERLINE OF TOWN HIGHWAY #29 SOUTH 55 DEGREES EAST A DISTANCE OF 231 FEET, SOUTH 60 DEGREES EAST A DISTANCE OF 105 FEET TO A POINT IN SAID CENTERLINE; THENCE TURNING AND RUNNING SOUTH 30 DEGREES WEST A 1 G DFEISETTANTC EAONFIR4O5 NFEPEINT TSEOTANINOTHTHERE GIRRO0NUNPDIiN TSEHTENCINE CTHOENTGINRUOIUNNGD; ON C NTINUING 0N SAID BEARING A DISTANCE OF 3 7 .5 FEET TO A POINT FOR A CORNER AT OR NEAR THE SOUTHERLY BANK OF BEETLE BROOK, SO-CALLED; THENCE TURNTNG AND RUNNING SOUTH 60 DEGREES EAST A DISTANCE OF 2 6 4 FEET, MORE OR LESS, ON A LINE CROSSING SAID BROOK TO AN IRON PIN SET IN THE GROUND FOR A CORNER; THENCE TURNING AND RUNNING NORTH 30 DEGREES EAST A DISTANCE OF 8 2 .5 FEET TO ANOTHER IRON PIN SET IN THE GROUND FOR A CORNER AT OR NEAR THE F T"' " I G H W M ,291 TM ENCE ON SAID BEARING^TO l*n INE F SAI T0WN HIGHWAY; THENCE TURNING AND RUNNING AND AND DISTANCES: CENSOTUERTHL7IN3 EDOEGF RSEAEISD ETA0SWTN7H1 IGFHEWEATY, FSOORUTHTHE89 FODLELGORWEEINSGECAOSTUR3S8ES S S ' sf iFSEE,T7' 7 S; 05UTDHEG7R4EEHSEGEAHSETES1E0 0ASTFEE59T' FENERTT, HSO8U0THDEG62REDEESG"RESETS E9A2 STFEH63T, FEDEUTE RUNNING ALONG A CACLCEUNLTAETRELDINLEIN0EF SSOAUIDTHTO0W3 NDHEGIGRHEWESAYW; ESTTHAENDCEISTTAUNRCNEIN-OGFAN4D9 9 FEET TO A POINT AT OR NEAR THE CENTERLINE OF THE BEETLE BROOK; THENCE RUNNiNG SOUTH 2 DEGREES 37 MINUTES WEST A DISTANCE OF 20 FEET TO AN IRON BREpaAdRtINSG VA T"OTTHALE DGIRS0TUANNDC; E OTHFEN1 C,0E9 0RUFNENEINTG, MALOORNEGORA LBLEASZSE, DTOLINAEN OIRNONTHPEIPSEAMSEET . TM E GR0UND FOR A FENCELINE FOR A CORNER; THENCE TURNING AND RUNNING ALONG SAID FENCELINE NORTH 77 DEGREES WEST A DISTANCE OF 1 ,3 1 3 FEET TO AN SUBJECT TO: - . \ THE PUfifI?pNDpAnDncGHTS0F~WA' RHSTRC T IONS, COVENANTS AND CONDITIONS SHOWN BY ;f KlGHTS-np-wavC m^ '*o <2) EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND l IN BOUNDARY r SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES^ CONFLICTS |' TSfiEVPEUrABLNIDC RECORD^ TM E FPRAERMEISAE' SENWC0RUL0ADCHMDEISNCTSLOASENDANANDYWFHAICCHTSAWREHICNHOTASHCOOWRNRECBYT CAMC-Greco-000674 - 73 REDACTED DOCUMENT SCHEDULE 5 - 8 -la FEE PROPERTY IRON PIN SET IN THE GROUND FOR A CORNER AT OR NEAR THE EASTERLY LIM ITS OF TOWN HIGHWAY #28; THENCE RUNNING NORTH 77 DEGREES WEST A DISTANCE OF 27.5 FEET TO A POINT IN THE CENTERLINE OF SAID HIGHWAY; THENCE TURNING AND RUNNING ALONG THE CENTERLINE OF SAID TOWN HIGHWAY THE FOLLOWING COURSES AND DISTANCES: NORTH 11.5 DEGREES WEST A DISTANCE OF 100 FEET, NORTH 2 .5 DEGREES WEST A DISTANCE OF 100 FEET, NORTH 2 DEGREES EAST- A DISTANCE OF 100 FEET, NORTH 5.5 DEGREES EAST A DISTANCE OF 50 FEET, NORTH 5.5 DEGREES EAST A DISTANCE OF 50 FEET, NORTH 8.5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH H * 5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 14.5 FEET EAST A DISTANCE OF 100 FEET, NORTH 16.5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 17 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 18 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 18.5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH f9 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 20.5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 23 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 23.5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 25.5 DEGREES EAST A DISTANCE OF 100 FEET, NORTH 27 DEGREES EAST A DISTANCE OF 139 FEET TO THE POINT AND PLACE OF BEGINNING. MEANING AND INTENDING HEREBY TO CONVEY A PARCEL OF LAND SUPPOSED TO CONTAIN 45.2 ACRES, MORE OR LESS, WHICH IS BOUNDED ON THE NORTH BY TOWN HIGHWAY #29 AND LANDS OF MOREY, ON THE EAST BY OTHER LANDS OF THE GRANTORS, ON THE SOUTH BY LANDS NOW OR FORMERLY OWNED BY JUDD AND ON THE WEST BY TOWN HIGHWAY #28. THE WITHIN CONVEYED PARCEL OF LAND IS MORE PARTICULARLY DESCRIBED AND SET FORTH ON A SURVEY PLAN OF LAND LOCATED IN TROY, VERMONT, PREPARED FOR CHIM ILESKI, JOHNSON & MEUNIER DATED JANUARY 27, 1981 AND BEARING MAP NO. 10 0-8 1, DRAWN AND PREPARED BY LAIS SURVEYING COMPANY. SUBJECT TO: A CERTAIN UTILITY POLE AND LINE EASEMENT CONVEYED BY ROBERT B. CHIMILESKI, HOWARD M. JOHNSON AND DENIS J . MEUNIER TD VERMONT ELECTRIC COOPERATIVE, INC. BY INSTRUMENT DATED DECEMBER 10, 1985 AND RECORDED IN THE TROY LAND RECORDS AND ANY AND ALL OTHER UTILITY POLE AND LINE EASEMENTS OF RECORD. subject to : THP EMENTS' RIGHTS-OF" WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY Rlrwoio LIC REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN ^ , r F- WAY' - N T SH0WN^BY THE PUBLIC RECORDS; AND ( 3)' DISCREPANCIES^CONFLICTS SUnvcv DARY LINES' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THf PnUBALNICD RINESCPOERCDST.I0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 74 - CAMC-Greco-000675 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320176 DAIGLE, YVES OWNED SURFACE AND MINERAL VERMONT ORLEANS LAND DESCRIPTION: BEING A PORTION OF ALL AND THE SAME LANDS AND PREMISES CONVEYED TO YVES A . DAIGLE AND HILDA W. DAIGLE BY WARRANTY DEED OF LEON E . AND ALICIA A . COUTURE DATED DECEMBER 9 , 1964 AND RECORDED AT BOOK 3 6 , PAGE 6 0 3 -"OF THE TROY LAND RECORDS AS MORE PARTICULARLY SHOWN ON A SURVEY ENTITLED "PLAN OF LAND LOCATED IN TROY, VERMONT PREPARED FOR OMYA, I N C .," DATED DECEMBER 1 5 , 1 9 8 6 AND PREPARED BY BLAIS SURVEYING COMPANY, NEWPORT, VERMONT AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A WOODEN CORNER POST FOUND IN THE GROUND MARKING THE NORTHWESTERLY CORNER OF TROY LOT # 3 4 , THE SOUTHEASTERLY CORNER OF TROY LOT #14 AND THE NORTHEASTERLY CORNER OF THE PARCEL HEREIN CONVEYED. THENCE PROCEEDING ALONG A WIRE FENCE, NORTH 77 DEGREES 23 MINUTES WEST, A DISTANCE OF 2 5 9 4 .5 FEET TO AN IRON PIPE SET IN THE GROUND AND LOCATED IN THE WESTFIELD/TROY TOWN LINE; FTEHEETNCAELOPNRGOCAEEWDIINRGE FSOEUNTCHEL1IN3 ED; EGREES 23 MINUTES WEST, A DISTANCE OF 5 5 5 *.8 THENCE PROCEEDING SOUTH 13 DEGREES 11 MINUTES WEST A DISTANCE OF 6 5 4 FEET, MORE OR LE SS, TO A POINT LOCATED IN THE NORTHERLY AND EASTERLY BANK OF THE MLEISSSSISSSOQUUTOHEI RRLYIVOEFR, ANSOIRCOANLLPEIDP,ES; AID POINT BEING LOCATED 8 .3 FEET MORE OR THENCE PROCEEDING ALONG THE TOP OF THE NORTHERLY AND EASTERLY BANK OF THE SAID MISSISSQUOI RIVER, AN APPROXIMATE DISTANCE OF 5 6 5 FEET TO A POINT; THENCE PROCEEDING IN AN EASTERLY DIRECTION, A DISTANCE OF 8 .6 FEET, MORE OR ; SUBJECT TO: . . V i i i ^SEM ENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY 91 R^ BLIC REC0RDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND GRTS*SF-WAY,-NOT-SHOWN -BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES-TCONFLICTS ^SlimjC.trNDAR L IN E S' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT THHpE PUBALNICD RINESCPOERCDTSI.ON 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 75 - CAMC-Greco-000676 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY LESS, TO AN IRON PIPE SET IN THE GROUND; , THENCE PROCEEDING SOUTH 76 DEGREES 18 MINUTES EAST ALONG A WIRE FENCE LINE A DISTANCE OF 183.4 FEET TO AN IRON PIPE; ' THENCE CONTINUING ALONG SAID FENCE LINE SOUTH 86 DEGREES 46 MINUTES EAST, A DISTANCE OF 618.1 FEET TO A WIRE FENCE CORNER; THENCE PROCEEDING SOUTH 86 DEGREES 47 MINUTES EAST, A DISTANCE OF 298 1 FEET TO A 24 INCH WHITE PINE TREE LOCATED ON A FENCE LIN E ; ' THENCE PROCEEDING SOUTH 75 DEGREES 10 MINUTES EAST, A DISTANCE OE 1485.5 FEET ALONG A WIRE FENCE LINE TO A CAPPED, SET REBAR IN THE GROUND MARKING THE POINT OF INTERSECTION OF TROY TOWN LOTS 15, 34, 33 AND 16, SAID POINT ALSO MARKING THE SOUTHEASTERLY CORNER OF THE PARCEL HEREIN CONVEYED; THENCE PROCEEDING NORTH 5 DEGREES 44 MINUTES EAST, A DISTANCE OF 1588.4 FEET ALONG A WIRE FENCE LINE TO A WOOD CORNER POST MARKING THE POINT AND PLACE OF BEGINNING. CONTAINING 97.0 ACRES, MORE OR LESS. subject t o : il) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY n RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND iGHTS^OF-WAY, NOT-SHOWN-BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES^CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT URVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. 76 CAMC-Greco-000677 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FE E PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320177 RETZLER, ERNEST M. OWNED SURFACE AND MINERAL VERMONT ORLEANS LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN THE TOWN OF TROY, COUNTY OF ORLEANS AND STATE OF VERMONT DESCRIBED AS FOLLOWS: ,, IT BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO THE SAID ERNEST M. RETZLER, JR . AND JOANNE E . RETZLER BY FELIX CHAPUT, SR . AND IVAH L . CHAPUT* BY WARRANTY DEED DATED SEPTEMBER 2 9 , 1978 AND RECORDED IN BOOK 40 AT PAGES P1A8R4T-1IC8U6LAORFLYTHDEETSOCWRNIBEODF ATRSOYFOLLLAONWD SR: ECORDS AND BEING THEREIN MORE BEING TWO PARCELS OF LAND CONSISTING OF 3 4 .9 4 ACRES, MORE OR LE SS, AND 82 ACRES, MORE OR L E SS, WITH BUILDINGS THEREON WHICH ARE A PART OF THE SAME LAND AND PREMISES CONVEYED TO FELIX CHAPUT BY ROLAND CHAPUT BY WARRANTY DEED DATED DECEMBER 6 , 1 9 4 6 AND RECORDED IN BOOK 31 AT PAGE 2 6 3 OF THE LAND RECORDS OF THE TOWN OF TROY; SAID LAND AND PREMISES HEREBY CONVEYED BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL I : BEGINNING AT AN IRON PIPE SET IN THE WESTERLY EDGE OF TOWN HIGH WAY NO. 28 (2 5 FEET FROM THE CENTERLINE THEREOF) WHICH IRON PIN IS AT THE SOUTHEASTERLY CORNER OF THE ROBERT JUDD PROPERTY; THENCE RUNNING NORTH 53 DEGREES 13 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 1 9 .2 FEET TO A POINT; THENCE NORTH 77 DEGREES 3 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 8 3 .8 FEET TO A POINT; THENCE NORTH 71 DEGREES 18 MINUTES WEST A DISTANCE OF 2 6 7 .5 FEET TO A POINT; THENCE NORTH 78 DEGREES 35 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 3 0 1 .2 FEET TO A POINT; THENCE NORTH 77 DEGREES 41 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 7 7 .1 FEET TO A POINT; THENCE NORTH 7 7 DEGREES 40 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 4 2 1 .2 FEET TO A POINT; THENCE NORTH 77 DEGREES 3 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 2 2 7 .6 FEET TO A POINT; \ j SUBJECT TO : Tpi. EASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY i RTr'jr181,10 REC0RDS: EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND I IN 9!*5P~WA' N0T SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES^" CONFLICTS s UNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT Tup PEU BALNICD RINESCPOERCDTS.I0N 0F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 11 - -Greco-000678 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE NORTH 75 DEGREES 17 MINUTES WEST ALONG THE JUDD BOUNDARY A DISTANCE OF 3 6 6 .2 FEET TO AN IRON PIN SET IN THE BOUNDARY LINE OF THE PROPERTY OF THE GRANTORS HEREIN? THENCE TURNING AND RUNNING SOUTH 27 DEGREES 2 MINUTES WEST ALONG SAID BOUNDARY LINE A DISTANCE OF 1 1 2 .7 FEET TO A POINT; THENCE SOUTH 11 DEGREES 19 MINUTES WEST ALONG SAID BOUNDARY LINE A DISTANCE OF 243 FEET TO A POINT; THENCE SOUTH 15 DEGREES 43 MINUTES WEST ALONG SAID BOUND ARY LINE A DISTANCE OF 2 9 7 .1 FEET TO A POINT; THENCE SOUTH 3 DEGREES 37 MINUTES WEST ALONG SAID BOUNDARY LINE A DISTANCE OF 1 8 7 .6 FEET TO A POINT* THENCE SOUTH 14 DEGREES 14 MINUTES WEST ALONG SAID BOUNDARY LINE TO AN IRON PIPE MARKING THE SOUTHWEST CORNER OF THE PARCEL OF LAND HEREBY CONVEYED; THENCE TURNING AND RUNNING SOUTH 65 DEGREES 16 MINUTES EAST ALONG OTHER LAND OF THE SAID FELIX CHAPUT A DISTANCE OF 1 , 4 3 6 . 2 FEET TO AN IRON P IPE SET IN THE WESTERLY EDGE OF SAID TOWN HIGHWAY NO. 28 (2 5 FEET FROM THE CENTER LINE THEREOF); THENCE TURNING AND RUNNING NORTH 24 DEGREES 54 MINUTES EAST ALONG THE EDGE OF SAID RIGHT-OF-WAY A DISTANCE OF 4 1 3 .1 FEET TO A POINT; THENCE NORTH 28 DEGREES 23 MINUTES EAST ALONG THE EDGE OF SAID PUBLIC RIGHT-OF-WAY A DISTANCE OF 2 4 0 .4 FEET; THENCE NORTH 33 DEGREES 35 MINUTES EAST ALONG SAID PUBLIC RIGHT-OF-WAY A DISTANCE OF 1 3 9 .3 FEET TO A POINT; THENCE NORTH 36 DEGREES 44 MINUTES EAST ALONG THE EDGE OF SAID PUBLIC RIGHT-OF-WAY A DISTANCE OF 1 9 5 .8 FEET TO A POINT; THENCE NORTH 40 DEGREES 00 MINUTES EAST ALONG THE EDGE OF SAID PUBLIC RIGHT-OF-WAY A DISTANCE OF 1 7 9 .4 FEET TO THE IRON PIN AT THE POINT OF BEGINNING. PARCEL I I : BEGINNING AT AN IRON PIN SET IN THE EASTERLY EDGE OF TOWN HIGH WAY NO. 28 (2 5 FEET FROM THE CENTER LINE THEREOF) WHICH IRON PIN IS SET ACROSS THE HIGHWAY FROM THE NORTHEASTERLY CORNER OF PARCEL I AS DESCRIBED HEREIN AND WHICH IRON PIN IS SET IN THE GONZALES BOUNDARY LINE; THENCE RUNNING FROM SAID POINT OF BEGINNING SOUTH 76 DEGREES EAST ALONG THE GONZALES BOUNDARY LINE A DISTANCE OF 8 0 3 .9 FEET TO AN IRON PIN FOR A CORNER THENCE TURNING AND RUNNING SOUTH 7 DEGREES WEST A DISTANCE OF 3 0 . FEET TO A POINT; THENCE SOUTH 12 DEGREES WEST A DISTANCE OF 159 FEET TO A--POINT* THENCE SOUTH 8 DEGREES WEST A DISTANCE OF 1 ,6 4 1 FEET TO AN IRON PIN FOR A CORNER; THENCE TURNING AND RUNNING SOUTH 75 DEGREES EAST A DISTANCE OF 198 FEET TO A POINT; THENCE NORTH 85 DEGREES EAST A DISTANCE OF 96 FEET TO A POINT; THENCE SOUTH 63 DEGREES EAST A DISTANCE OF 8 1 .5 FEET TO AN IRON PIN (THE PREVIOUS SIX BEARING AND DISTANCES HAVING BEEN ALONG THE GONZALES BOUNDARY L IN E ); THENCE TURNING AND RUNNING SOUTH 59 DEGREES 30 MINUTES Subject TO: ThI ^ f EMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY <2 > EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND TSiInNDH-bft,SSIPTMPUBA9LNAICDRYRINELSCI'PNOENERCSDTT,S.I0SSNHH0OW0RFTNAGTBHYEETOHPFREAERPMUEISABE,I>SiEeWNCROREUCOLDOACRHDDMSI;ES~NCATLNSODASEN(D3 A) NADNDYISWCFHRAICECHPTASANWRCEHIEICNSHO^TCAOSNHCOFOWLRINRCETCBYST - 78 - CAMC-Greco-000679 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY WEST ALONG THE NOW OR FORMER DERRY PROPERTY LINE A DISTANCE OF 2 * 04 6 FEET TO THE EASTERLY EDGE OF SAID TOWN HIGHWAY NO. 2 8 ; THENCE TURNING AND RUN NING IN A GENERAL NORTHERLY DIRECTION ALONG THE EASTERLY EDGE OF SAID TOWN HIGHWAY NO. 28 A DISTANCE OF 2 ,0 1 5 FEET TO A POINT ACROSS THE HIGHWAY FROM THE SOUTHEASTERLY CORNER OF PARCEL I AS DESCRIBED HEREIN; THENCE CONTINUING ALONG THE WESTERLY EDGE OF THE RIGHT-OF-WAY OF SAID TOWN HIGHWAY NO. 28 A DISTANCE OF 1 ,1 8 5 FEET TO THE POINT OF BEGINNING OF SAID PARCEL I I . ' SUBJECT TO: (1 ) UTILITY POLE AND LINE EASEMENT TO VERMONT ELECTRIC COOPERATIVE, IN C ., BY FELIX AND IVAH CHAPUT BY DEED DATED JULY 2 2 , 1 9 6 9 AND RECORDED IN BOOK 3 7 , PAGE 882 OF THE TOWN OF TROY LAND RECORDS. I f tIt- SUBJECT TO: EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RTi'DmUBLIC REC0RDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR.CLAIMS OF EASEMENTS AND cTrBm o,, 0f Ut fNf=D0AFR~ YW A' LI N N0T ES' SHOWN BY SHORTAGE THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES^CONFLICTS OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT ,,HEVPEU BALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 79 - cAMC-Greco-000680 REDACTED DOCUMENT SCHEDULE 5 . 8 - la k ! PROPERTY NUMBER: | PROPERTY NAME: | INTEREST TYPE: j PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320178 GALIPEAU, ROBERT H. OWNED SURFACE AND MINERAL VERMONT ORLEANS IAND DESCRIPTION: r ATBHNEDIRNEGREECADOERPEODDESRDTTIOHANTE OFBOIFROSKTTHE36BLEAPINANGGDEAFRN6OD6M8PRAOERFMCTHIHSIEEESCTRC.OOTYNAVYLELAYONERDD RTDOEACTGEODRRADNNSOT, OVETRMHSEBHERSEERC9EO,INND1B9Y6B5E [f. RFINREOGCMORFRCDOEAMDROAILNRINTHBOUDOR.KBRO3E6WLILSPALANEGDEDANA7D4T1EDLOEDOFENCTTEHIMNEEBETRRBOEY2L4ISL,LAEN1D96D5RAETCAEDNODRJDARSNEUCAAONRDRYDTEDH9E, INT1H96BIRO7DOKANBD3E6ING I|' DPAEGSCERI6B7E4DOAFSTFHOELLTORWOYS: LAND RECORDS, SAID PREMISES BEING MORE PARTICULARLY BEGINNING AT A POINT LOCATED IN THE WESTERLY LINE OF THE LOOP ROAD, SO 5i Iuf;t; || MML1CMCMP,IOIRA4ANOANROL9LRREUECCEL9KSTUEE.OI;E0NOLEDRSG7RAD,TTIHELNETLSFEAEGHDAEENSSESIECTSDLASTELNIATNOPOTMPOENOORRODGTIORAINANHSECNTOTTEEHRSAAOEITTBERNSRDOHTEOCINWEINLNENRE7GEEG2LSSPOYPTSNIFMDEINOLRCETAR9EOLGORTS6YRRKEH.NF0EEATOELDEN49RUSIINNBNIDFREYDO2EE3OFTGEAOINHTRNMNTFEEHPIWENESTIIGSREAPHUROSEPETI2OTDNAE3U,RSIINNNLPCMTDWTOIEH;IPEOLAENEERPSTUTHSHPDTERSEIEEIEOCALSRNSTATTEECDDAIIEEONIINOASNNSCFPSTOCRTEAUTOOSONHTFNTAOCCHEVOEFETEDNEGH2YD3IEO0RRSEIS,TOFEN0D;AUDEG2. NEN2T9WDG,CHA.5TR6EELI0HRAENO0NEEECNOFDNSGEEFCFFEEEE0ATEN7TCE f\t;l PM1R10ORDBCEEG0ERRDEINLEGESSB2SO9UTOTMHIANU72PTOESDINETEGARLSETOECSAAT3ED8DISMTIIANNNUCATEEFSEONEFCAE1ST,9C3OA7RD.N0IES1RT;AFNETCEHETENOMCEFORP1ER,3OO2RC9EL.E0ED5SINSGFEAELNOTONRGTH ,: 1 ALS2PYE2LWTACICMOREIRIENNNOUEFTFTREHENEBSOCEEFWEGAEILTNSSHITTNNEEIENRAPLGATYD.ORICSLEATILNANNEHICREOEORFNEOILFNPOION1CP,O2SN8REV4OTE.AY0DIE4N,D;SFTOEHTE-EHCTEAGNMLRCLOOEERUDENP,RDOOMRMCAEALREREKDKSIIINSNNGGGTOTTSHHOAEUENTPHNOIORIR7ON1TTNHWDAPEENIGPSDTREEERES SUBJECT TO: i EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R- tRtr"VB*EOPTPYUSUU^NBBADLL3NAIFICCD~RWYRRIANELEYSCCIPNOOENERRC0DSDTT,SSI.;OSSNHHOO(W2ORT)FNAGTBHYEEEAOTSHEPFRMEAEEPRMNUETIBSASEL,, SICENRWCRIOGREUOHCLADOTCRSH-DODMSFI;ES-NWCATLNASODYAS,EN(D3A)ONARDNDYCISWLCFAHRAIIMCCEHTSPSAAONWRFCEHIEIECNASHOS^ETCMAOSEHNCNOOFTWLRSNRICAETNCBYDTS - 80 - CAMC-Greco-000681 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FE E PROPERTY CONTAINING 1 4 2 .8 ACRES MORE OR LESS. THE ABOVE DESCRIPTION APPEARS TO BE MISSING SOUTH BEARING. t ![ l'i \ i SUBJECT TO: (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS=5f --WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES," 'CONFLICTS N BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT URVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000682 - 81 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320159 YAGER, THERON, ETUX OWNED SURFACE AND MINERAL VERMONT WINDHAM LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN THE TOWN OF WINDHAM IN THE COUNTY OF WINDHAM AND THE STATE OF VERMONT DESCRIBED AS FOLLOWS: _ BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED BY WARRANTY DEED OF VERMONT TALC CO,, FORMERLY VERMONT TALC AND SOAPSTONE COMPANY, TO THERON A. YAGER AND BURNADETTE YAGER, HUSBAND AND WIFE, DATED OCTOBER 20, 1969 AND RECORDED IN BOOK 18, AT PAGE 69 OF THE WINDHAM LAND RECORDS AND DESCRIBED THEREIN AS FOLLOWS: BEING THE BEEMIS QUARRY LOT, SUPPOSED TO CONTAIN 37 ACRES OF LAND LOCATED AT THE SOUTHEASTERLY CORNER OF THE INTERSECTION OF THE WINDHAM-CHESTER ROAD WITH THE GRAFTON-BELLOWS FALLS ROAD AND BEING THE LANDS, PREMISES, RIGHTS, PRIVILEGES AND EASEMENTS CONVEYED TO VERMONT TALC CO. AND SOAPSTONE COMPANY BY DEEDS OF ALBERT L. STONE AND WIFE DATED JANUARY 3, 1905, BOOK 12, PAGES 5 AND 6 AND DECEMBER 16, 1908, BOOK 11 'SIC. 12' PAGE 138 AND TO VERMONT TALC COMPANY BY DEED OF ALBERT L. STONE AND WIFE DATED JULY 23, 1914, BOOK 11 PAGE 221 OF WINDHAM LAND RECORDS. REFERENCE IS HEREBY HAD TO SAID DEEDS AND THE RECORDS THEREOF AND THE DEEDS AND RECORDS THEREIN REFERRED TO FOR A MORE PARTICULAR DESCRIPTION OF THE SAME; SUBJECT, NEVERTHELESS TO THE WATER AND OTHER RIGHTS MORE FULLY RESERVED IN SAID DEED. SUBJECT TO: A PERMIT FOR GUY LOCATIONS ON THE PRIVATE PROPERTY GRANTED BY THERON A. YAGER AND BURNADETTE YAGER, HUSBAND AND WIFE, TO THE CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND THE CONTINENTAL TELEPHONE COMPANY OF VERMONT, INC., DATED MARCH 28, 1977 AND RECORDED IN BOOK 19, AT PAGE 392 OF THE WINDHAM LAND RECORDS. THE PREMISES IS ALSO SUBJECT TO AN EASEMENT GRANTED BY THERON A. YAGER AND BURNADETTE YAGER, SUBJECT TO: ' ' RAEEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY ) R "BLIC REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND : IM d o & `! O F ~ W A t N0T shown BY THE PUBLIC RECORDS; "AND (3) DISCREPANCIES7 s-CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TwdVEY AND INSPECTI0N oe the PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS. CAMC-Greco-000683 - 82 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY HUSBAND AND WIFE, TO THE CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND THE CONTINENTAL TELEPHONE COMPANY OF VERMONT, IN C ., DATED AUGUST 1 9 , 1 9 7 7 AND RECORDED IN BOOK 1 9 , AT PAGE 424 OF THE WINDHAM LAND RECORDS. SUBJECT TO: TUP nr,r,EMENTS r RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RlCM-ne-^IC REC0RDS; EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND J*SINtm,n n f,NDAF-RWYALYI'N NEST, SSHHO0WRTNAGBYE OTHFEAPRUEBAL, ICENCRREOCAOCRHDMS;E'NATNSDAN(3D1 ANDYISCFARCETPSANWCHIIECHSCAO NCFOLRIRCETCST THHEP PUBALNICD RINESCPOERCDTS.I0N 0F the PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY L - S3 - CAMC-Greco-000684 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320161 ' STACY, ROY, G. OWNED SURFACE AND MINERAL VERMONT WINDHAM LAND DESCRIPTION: MEANING AND INTENDING HEREBY TO CONVEY ALL AND THE SAME LANDS AND PREMISES AS ERE CONVEYED TO ROY G. STACY BY WARRANTY DEED OP HOWARD P. HAMM AND CHARLOTTE LAND RECORDS ANADUGT0HSETREIN D1E9S65CRIBED*A*SCOFmOELLaOW1S8: " " , 70 OP T H E ^ S i BEING A PART OF THE PREMISES CONVEYED TO HOWARD F. HAMM AND CHARLOTTE D HAMM BY WARRANTY DEED OF COLVER AND HARRIET SAUNDERS DATED MAY 21, 1954* RECORDED IN BOOK 15, PAGE 430 OF THE WINDHAM LAND RECORDS. SAID PART IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF THE ROAD LEADING PAST THE GRANTORS* HOUSE AND KNOWN AS THE WHITE ROAD AND BEING THE NORTHWEST CORNER OF THE GRANTORS' LAND; THENCE RUNNING SOUTHEASTERLY ALONG THE SOUTHERLY SIDE OF THE SAID ROAD A DISTANCE OF 250 FEET TO A POINT TO BE MARKED BY AN IRON PIN; THENCE RUNNING SOUTHERLY ALONG LANDS RETAINED BY THE GRANTORS TO THE SOUTHERLY BOUNDARY OF THE GRANTORS' ORIGINAL LANDS AT A POINT 250 FEET SOUTHERASTERLY OF THE GRANTORS' SOUTHWESTERLY CORNER; THENCE RUNNING NORTHWESTERLY ALONG THE SOUTHERLY BOUNDARY OF THE GRANTORS* ORIGINAL LANDS A DISTANCE OF 250 FEET TO THE SOUTHWEST CORNER OF THE GRANTORS' ORIGINAL PREMISES THENCE RUNNING NORTHERLY ALONG THE GRANTORS* ORIGINAL WESTERLY BOUNDARY TO THE NORTHEAST CORNER OF THE FORMER COOK PREMISES'; THENCE RUNNING WESTERLY ALONG THE COOK PREMISES NORTHERLY ALONG LANDS NOW OR FORMERLY OF HENRY BEMIS; EASTERLY ALONG LANDS FORMERLY OF HENRY BEMIS, AND NORTHERLY ALONG LANDS OF HENRY BEMIS TO THE POINT AND PLACE OF BEGINNING. SUBJECT TO: - - THE P n m RIGHTS_0F-WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY EASEMENTS' ICHTS-OF-WAY, OR CLAIMS..OF EASEMENTS AND IN B O U K m L v ^ T M ^ 'SH0WN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES rCONFLICTS STUtRtVpPEYUYBAiLNMICDnYRITNELSCIPONEERCSDT'SI.OSNH0ORFTAGTHEE0 FPRAERMEISAE'S EWNCORUOLADCHMDEINSTCSLOSAENDANADNYWHFIACCTHSAWRHEICN HA OT CORRECT SHOWN BY > - 84 - CAMC-Greco-000685 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320066 KENDALL, AMY OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: THAT CERTAIN PIECE OF LAND IN CHESTER IN THE COUNTY OF WINDSOR, AND STATE OF VERMONT, DESCRIBED AS FOLLOWS: BEING ALL AND THE SAME LAND AND PREMISES CONVEYED TO FLETCHER KENDALL, DECEASED, AND AMY KENDALL BY WARRANTY DEED OF EDWARD E . HOLT DATED DECEMBER 1 1 , 1 9 3 4 , AND RECORDED IN BOOK 3 2 , PAGE 2 0 6 , OF CHESTER LAND RECORDS, WHEREIN SAID LAND AND PREMISES ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: "BEGINNING ON THE HIGHWAY ON THE WEST LINE OF SAID HOLT'S SO CALLED HARLOW SMITH FARM, THENCE ACCORDING TO ORIGINAL SURVEY RUNS NORTH 10 DEG. EAST ABOUT 1 8 0 RODS ON THE WEST LINE OF SAID SMITH FARM AND THE LAND OF THE BROOKS PLACE UNTIL IT COMES TO THE HERBERT MINER LAND. THENCE TURNING A RIGHT ANGLE AND RUNNING WEST 10 DEG. NORTH ON SAID MINERS LAND, OR L IN E , 90 I\ RODS. THENCE TURNING A RIGHT ANGLE AND RUNNING SOUTH 10 DEG. WEST ABOUT 1 8 0 RODS TO THE HIGHWAY. THENCE DOWN SAID HIGHWAY TO THE PLACE OF BEGINNING. BEING ABOUT 100 ACRES, TO BE THE SAME, MORE OR LESS." AND " BEING A PART OF THE LAND DEED TO ME THE SAID EDWARD E . HOLT BY EDWIN J . DAVIS ADMINISTRATOR OF THE ESTATE OF CHARLES P . DODGE BY DEED DATED MARCH 8 , 1 9 2 7 . BEING A PART OF THE LAND DEEDED TO CHARLES P . DODGE AND EDWARD E . HOLT BY DEED FROM MILDRED M. ALLEN AND PETER V . ALLEN BY DEED DATED NOVEMBER 8 , 1 9 1 5 AND RECORDED IN BOOK 29 PAGE 482 OF CHESTER LAND RECORDS. (ONE HALF INTEREST CAME TO ME EDWARD F . HOLT BY THE ABOVE MENTIONED DEED FROM EDWIN J . DAVIS, ADMINISTRATOR, ' AND THE OTHER HALF FROM THE DDED OF THE S I AD ALLEN'S HEIRS OR ASSIGNS, A RIGHT OF WAY. ACROSS SAID DEEDED PROPERTY FOR REMOVING WOOD AND LUMBER, AND RESERVING THE SPRING WHICH HAS FURNISHED THE SO CALLED -HARLOW SMITH FARM. THE CONDITIONS OF THIS f. DEED ARE THAT IN CASE THE S I AD GRANTEES WISH THE SAID DEEDED LAND FENCED, THEY MUST FENCE AND MAINTAIN SAID FENCE. THIS DEEDED LAND BEING LEASE LAND SO CALLED SAID GRANTEES ASSUMES A LEASE OF $ 1 0 .9 2 PER YEAR, PAYABLE EACH YEAR TO THE TOWN OF CHESTER, VERMONT. THE MENTIONED DEED FROM EDWIN J . DAVIS, ADMINSTRATOR, IS RECORDED IN BOOK 3 1 , PAGE 2 1 6 OF CHESTER LAND RECORDS" SUBJECT TO: (!) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY \ ^HE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND I RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS f , j* BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT URVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY I ; PUBLIC RECORDS. - 85 - CAMC-Greco-000686 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY EXCEPTED FROM THIS CONVEYANCE ARE ALL AND THE SAME LAND AND PREMISES CONVEYED BY WARRANTY DEED OF AMY KENDALL TO HOWARD PARRY AND JUNE PARRY DATED JUNE 12, 1979, AND RECORDED IN BOOK 57, PAGE 139, OF CHESTER LAND RECORDS, WHEREIN SAID EXCEPTED LAND AND PREMISES IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: "BEING A PORTION ONLY OF THAT LAND AND PREMISES AS WAS CONVEYED TO FLETCHER KENDALL (NOW DECEASED) AND AMY KENDALL, HUSBAND AND WIFE, BY WARRANTY DEED OF EDWARD E HOLT THE SAME BEING DATED DECEMBER 11, 1934, AND RECORDED IN BOOK 32, PAGE 306"(SIC) (206) OF THE CHESTER LAND RECORDS, WHICH PART AND PORTION MAY BE MORE PARTICULARLY DESCRIBED AS FOLLOWS: "BEGINNING AT A POINT ON THE EAST LINE OF THE PUBLIC RIGHTS, SO-CALLED, MARKED BY A STONE WALL, WHERE THE OLD ROAD LEADING TO EAST HILL IN ANDOVER CROSSES SAID EAST LINE AND AT A STONE WALL CORNER; THENCE NORTHERLY ALONG SIAD STONE WALL MARKING SAID EAST LINE A DIST ANCE OF 90 RODS; THENCE WESTERLY AT A RIGHT ANGLE WITH SAID STONE WALL A DISTANCE OF 45 RODS; THENCE SOUTHERLY AT A RIGHT ANGLE AND PARALLEL WITH SAID STONE WALL TO THE AFORESAID ROAD TO EAST HILL; THENCE MEANDERING EASTERLY ALONG SAID ROAD TO EAST HILL TO THE POINT OF BEGINNING CONTAINING ABOUT 21 ACRES OF LAND, MORE OR LESS.1"RESERVING HOWEVER TO THE GRANTOR HEREIN, HER HEIRS AND ASSIGNS FOREVER A RIGHT OF WAY OVER AND ACROSS THE HEREIN CONVEYED LAND AND PREMISES WHICH RIGHT OF WAY IS TO TRACK AND FOLLOW AN EXISTING LOGGING ROAD TO OTHER LAND AND PREMISES OF THE HEREIN GRANTOR." REFERENCE IS HEREBY MADE TO THE AFOREMENTIONED DEEDS AND THEIR RECORDS AND TO THE DEEDS REFERRED TO THEREIN AND THEIR RECORDS AND TO A QUITCLAIM DEED OF EDWARD E. HOLT TO PROCTOR REELS INC. DATED MARCH 24, 1950, AND RECORDED IN BOOK 6, PAGE 139 OF CHESTER LAND RECORDS IN FURTHER AID OF THIS DESCRIPTION. REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320164 EDSON, ERWIN A. OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: f PART F THE PREM1SES CONVEYED TO ME BY THE SAID ERWIN A. EDSON BY FRANK W. ADAMS ADMINISTRATOR OF THE ESTATE OF COLEMAN SANDERS BY" DEED DATED R"ECOTMR8DfS. rTHE'PREMISESmAH-EDRE-BY19C1O0NAVEBYDEDRECA0RSEDEB,O)UINNDE8D00A1N1D26DESCRIB2E8D8 AOSF FOLLOWS: BEGINNING A A STAKE ON THE SOUTH SIDE OF THE RUTLAND RAILROAD, SAID STAKE BEING JUST 31 RODS AND 10 LINKS FROM THE NORTHEAST CORNER OF THE CHESTER STEAM POWER COMPANY'S LOT; THENCE SOUTHEASTERLY ON THE LINE OF SAID RUTLAND RAILROAD FOUR HUNDRED AND FIFTY FEET (450); THENCE TURNING A RIGHT ANGLE AND RUNNING SOUTHERLY TWO HUNDRED FEET (2001 TO A STAKE; THENCE TURNING A RIGHT ANGLE AND RUNNING NORTHERLY TWO FEET (200) T0 THE p lACE OF BEGINNING. ALSO CONVEYING A RIGHT fc n Wm r N T T EXCEED SIXTEEN (16) FEET IN WIDTH FROM PLEASANT STREET (SO CALLED) TO THE ABOVE DESCRIBED LOT; ALSO CONVEYING THE USE OF SAID PREMISES OF A SPRING ON AN ADJACENT PASTURELAND AND THE RIGHT TO LAY PIPE FROM THE SAID LOT TO THE RIVER ACROSS LAND NOW OWNED BY THE SAID EDSON AND SITUATED EAST OF SAID RAILROAD, ALSO THE RIGHT TO LAY PIPE FROM THE CHESTER WATER COMPANY'S MAIN LINE TO THE ABOVE DESCRIBED LOT. SUBJECT TO: THE p RESTRI CTI 0NS' COVENANTS AND CONDITIONS SHOWN BY REC0RDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EA-SEMENTS AND IN B O ^ IpvAY'' NOT' SHOWN BY THE PUBLIC-RECORDS;' AND' (3)- DISCREPANCIE?TcONFLICTS SURVEYS\ ' SH0RTAGE 0F AREA' ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TH PUBLIC NSPECTI N F THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY Greco-000688 - 87 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320165 " MAASS/CHESTER BLDG. OWNED RIGHT OF WAY VERMONT WINDSOR LAND DESCRIPTION: BEING A PORTION OF THE LAND AND PREMISES CONVEYED TO WILLIAM H MAASS* BY WARRANTY DEED OF CHESTER SUPPLY C O ., IN C ., DATED OCTOBER 1 3 , 1 9 72 A N ? RECORDED IN BOOK 4 7 , PAGE 4 8 9 OF THE LAND RECORDS OF THE TOWN OF CHESTER AND A PORTION OF THE PREMISES CONVEYED TO CHESTER BUILDING SUPPLY BY WARRANTY DEED OF FRANCIS C. JAIRD AND ALICE JAIRD DATED JUNE 1 6 , 1 9 7 7 AND RECORDED IN BOOK 5 4 , PAGE 2 6 7 OF THE LAND RECORDS OF THE TOWN OF CHESTER. THE PREMISES HEREIN CONVEYED ARE FURTHER SHOWN ON A SURVEY MAP ENTITLED "A BOUNDARY SURVEY PREPARED FOR VERMONT TALC, INC CHESTER VERMONT" DATED FEBRUARY 1 4 , 1 9 7 8 , REVISED FEBRUARY 1 4 , 1 9 7 8 , DRAWINg ' by W. BYRD LA PRADE, CONSULTING ENGINEER OF MANCHESTER CENTER, VERMONT WHICH SURVEY MAP IS TO BE RECORDED IN THE LAND RECORDS OF THE TOWN OF THIS CONVEYANCE CONSISTS OF A RIGHT OF WAY APPROXIMATELY 30 FEET IN WIDTH BEGINNING AT A POINT MARKED BY AN IRON PIPE LOCATED IN THE NORTHERLY SIDE OF THE RIGHT OF WAY OF VERMONT RT 11 WHICH SAID POINT MARKS THE SOUTHEAST CORNER OF LANDS NOW OR FORMERLY OF HARRY S . GOODELL AND KATHLEEN GOODELL; THENCE RUNNING N 21 DEGREES 44 MINUTES WEST IN AND GOODELL A DEAISSTTAENRCLYE OLFINE2 207F.8 0SAFIDEETLANTODBAOPFOHINATRRYMASRK. EGDOBOYDEALNL AIRNODNKPAITPHEL*EE-N THENCE RUNNING IN A NORTHWESTERLY-DIRECTION IN AN ARC DESCRIBED BY A lf ANGLE OF 43 DEGREES 45 MINUTES AND CONTAINING A RADIUS OF 1 0 0 FEET TO THE CENTER LINE OF THE RIGHT OF WAY HEREIN CONVEYED WHICH ARC CONTINUES RRUiNmNINi SG NORTHF 7656 ' D36EGFREEEETS 2IN9 AMNINDUATLE0SNGWETSHTEASADIISDTACNECNETEROFL9IN0E.3;2 THFEEENTCETO AANN ANGLE OTHFEN49CEDREGUNRNEEINSGANIND CAONNOTRATINHEINRGLYADRIRAEDCIUTISONOFIN125ANFEARECT DTOESCTHREIBECDENTBYER UNE OF THE RIGHT OF WAY HEREIN CONVEYED WHICH ARC CONTINUES A DISTANCE subject t o : - . THE P t i n f * RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY .RIGHT^ C REC0RE! ; o <2 ) BASEMENTS, RIGHTS-OF-WAY., OR CLAIMS OF EASEMENTS AND SINURBVEoYUN>nnann L tINmSE ST' SHORTAGBYE OTHFEAPRUEAB,LIECN'RCREOCA0CRHDMS^ENATNSDAN( 3D) ADNYISCFRAECPTASNWCIHEICS^H"CAOCNOFRLRICETCTS %c PUBLIC RINESCPOERCDTS.I0N OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000689 - 88 - REDACTED DOCUMENT SCHEDU LE 5 . 8 - l a FEE PROPERTY OF 106.90 FEET IN AND ALONG SAID CENTER LINE; THENCE RUNNING NORTH 16* DEGREES 29 MINUTES WEST A DISTANCE OF 43.5 FEET, MORE OR LESS, TO A POINT MARKED BY AN IRON PIPE WHICH POINT IS IN THE SOUTHERLY BOUNDARY LINE OF LANDS CONVEYED BY WARRANTY DEED OF EVEN DATE HEREWITH BY WILLIAM H. MAASS AND WAIN K. MAASS, HUSBAND AND WIFE, TO VERMONT TALC, INC; THENCE RUNNING NORTH 68 DEGREES 40 MINUTES EAST IN AND ALONG THE SAID SOUTHERLY BOUNDARY LINE OF THE SAID LANDS OF VERMONT TALC, INC. A DISTANCE OF APPROXIMATELY 30 FEET TO A POINT MARKED BY AN IRON PIPE; THENCE RUNNING IN A SOUTHEASTERLY DIRECTION IN A LINE PARALLEL TO AND APPROXIMATELY 30 FEET DISTANT FROM THE LINE HEREINABOVE SET FORTH FOR A DISTANCE OF 544.88 FEET, MORE OR LESS, TO A POINT MARKED BY AN IRON PIPE WHICH POINT IS LOCATED IN THE NORTHERLY SIDE OF THE RIGHT OF WAYOF VERMONT RT. 11 AND APPROXIMATELY 30 FEET EASTERLY OF THE POINT OF " BEGINNING; THENCE RUNNING IN AND ALONG THE EASTERLY SIDE OF THE RIGHT OF WAY OF SAID VERMONT RT. 11 A DISTANCE OF APPROXIMATELY 30 FEET TO SAID PLACE AND POINT OF BEGINNING. REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: 3 2 0 1 6 6 PROPERTY NAME: MAASS, WILLIAM H. INTEREST TYPE: OWNED PROPERTY TYPE:' SURFACE AND MINERAL STATE NAME: VERMONT COUNTY NAME: WINDSOR LAND DESCRIPTION: BEING A PORTION OF THE LAND AND PREMISES CONVEYED TO WILLIAM H. MAASS BY WARRANTY DEED OF CHESTER SUPPLY C O ., IN C ., DATED OCTOBER 1 3 , 1 9 7 2 AND RECORDED IN BOOK 4 7 , PAGE 489 OF THE LAND RECORDS OF THE TOWN OF" CHESTER. THE PREMISES.HEREIN CONVEYED ARE FURTHER SHOWN ON A SURVEY MAP ENTITLED A BOUNDARY SURVEY PREPARED FOR VERMONT TALC, I N C ., CHESTER, VERMONT" DATED FEBRUARY 1 4 , 1 9 7 8 , REVISED FEBRUARY 1 4 , 1 9 7 8 , DRAWING BY W. BYRD LA PRADE, CONSULTING ENGINEER OF MANCHESTER CENTER, VERMONT, WHICH SURVEY MAP IS TO BE RECORDED IN THE LAND RECORDS OF THE TOWN OF CHESTER SAID PREMISES ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: " BEGINNING AT A POINT MARKED BY A MARBLE MONUMENT WHICH POINT IS LOCATED IN THE EASTERLY SIDE OF A 16 FOOT RIGHT-OF-WAY CONVEYED TO VERMONT TALC AND SOAPSTONE COMPANY, PREDECESSOR IN INTEREST TO VERMONT TALC, IN C ., BY WARRANTY DEED DATED APRIL 2 7 , 1912 FROM ERWIN A . EDSON AND LELIA M. EDSON, HUSBAND AND WIFE, RECORDED IN BOOK 2 9 , PAGE 49 OF THE LAND RECORDS OF THE TOWN OF CHESTER WHICH SAID POINT IS ALSO LOCATED 125 FEET, MORE OR L E SS, IN A SOUTHEASTERLY DIRECTION FROM THE SOUTHEAST CORNER OF LANDS NOW OWNED BY VERMONT TALC, I N C .: THENCE RUNNING SOUTH 68 DEGREES 40 MINUTES WEST TO A POINT MARKED BY A MARBLE MONUMENT WHICH POINT I S LOCATED IN THE WESTERLY SIDE OF A RIGHT-OF-WAY HEREINAFTER CONVEYED TO VERMONT TALC, IN C .; THENCE SOUTH 68 DEGREES 40 MINUTES WEST IN AND ALONG THE NORTHERLY BOUNDARY LINE OF LANDS OF WILLIAM H. MAASS TO A POINT MARKED BY AN IRON PIPE WHICH POINT MARKS THE NORTHWESTERLY BOUNDARY OF A RIGHT-OF-WAY CONVEYED TO VERMONT TALC, IN C . BY A WARRANTY DEED OF EVEN DATED HEREWITH FROM WILLIAM H . MAASS, WAIN K. MAASS, HUSBAND AND WIFE, AND CHESTER BUILDING SUPPLY COMPANY WHICH SAID LAST COURSE RUNS BETWEEN AND CONNECTS WITH THREE IRON PIPES SET IN AND ALONG THE SAID COURSE; THENCE RUNNING SOUTH 68 DEGREES 41 MINUTES WEST SUBJECT TO: i; 'L l " " S ' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY REC0RDS; EASEMENTS, - RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND I w SUp ,, _ NDARY L I NNEST, SSHH0OWRNTAGBYE OTHFEAPRUEBAL, ICENRCERCOOACRHDMS;ENATNSDAN(3D) ADNYISCFRAECPTASNWCHIEICSH7 CAOCNOFRLRICECTTS s THF PT3TUBALNICD RINECSPOERCDTS.I0N THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 90 - iffi? CAMC-Greco-000691 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a . FEE PROPERTY IN AND ALONG THE NORTHERLY BOUNDARY LINE OF LANDS OF WILLIAM H 'M aacc , POINT MARKED BY AN IRON PIPE WHICH POINT IS L M r n r ! 1 A WHICH SAID POINT MARKS THE SOUTHWESTERLY CORN^ OF THE LAND hL e^ ^ 88 9911V.6fi6fiEFFFE-PE-TTH; ETHLAENSTCETRHURNEENINCG0URNOSERTSHHE4RDOEFGBREEIENSGE AA STDIStTkjANCE OF APPROXIMATELY sosTL;TEsr^ss- iczs ,sz irz t ^:z s rssj^^ s^ ;s rv ss a .TM SS"^Tv^or^E1LIN^siS the~ TM o. K L i s s H i r - -- " -BOUNDARY LINE OF SAID LANDS OF VERMONT^TALC ^N C i n T p i ^ f J i " S00TH m Li eiuuiDISTANCE o f A P P R ^ S af " s iu THEi P^LA-CEO ANPD P-OWINT OAF BYEGIN* NING. MEANING AND INTENDING TO CONVEY 1 4 .3 8 ACRES. MORE OR LE SS. SUBJECT TO: ' *" R E C 0 R i s r ? ; r ' ^ T Er i^ s'OFcr NANTs and TM teBTS-RJF-WAY, NOT SHOWN BY m pL.' Tr o ^ ^ ' " C" TM S 0F P < TM * S AND *8 BOUNDARY LINES s h o r t a c f np .... CORDS; AND (3) DISCREPANCIES, CONFLICTS *E xPU^BLICT REiCOSRDSi " "PREMISES 1SWOUiLTD iDIiSfCL5OASENDANANDYWFHSICCHTSAWREHICNHOT* SH<O*W*N* BY CAMC-Greco-000692 - 91 - REDACTED DOCUMENT SCHEDULE 5 , 8 - l a FEE PROPERTY THIS CONVEYANCE ALSO INCLUDES A RIGHT-OF-WAY OF 40 FEET IN WIDTH, THE.EASTERLY SIDE OF WHICH LIES IN AND ALONG THE EASTERLY SIDE OF THE 16 FOOT RIGHT-OF-WAY CONVEYED BY WARRANTY DEED OF ERWIN A. EDSON AND LELIA M. EDSON, HUSBAND AND WIFE HEREINABOVE REFERRED TO AND BEGINNING AT A POINT MARKED BY A MARBLE MONUMENT WHICH SAID POINT IS ALSO THE PLACE AND POINT OF BEGINNING OF THE 14.38 ACRE PARCEL HEREINABOVE DESCRIBED; THENCE RUNNING SOUTH 2 3 DEGREES EAST IN AND ALONG THE EASTERLY SIDE OF THE SAID RIGHT-OF-WAY OF VERMONT TALC, INC- WHICH SAID LINE IS ALSO THE WESTERLY SIDE OF THE RAILROAD RIGHT-OF-WAY NOW OR FORMERLY OF GREEN MOUNTAIN RAILROAD A DISTANCE OF 405 FEET, MORE OR LESS, TO A POINT MARKED BY A MARBLE MONUMENT WHICH SAID POINT IS LOCATED IN THE NORTHERLY SIDE OF THE RIGHT-OF-WAY OF VERMONT^ RT. 11; THENCE RUNNING SOUTH 57 DEGREES 38 MINUTES WEST IN AND ALONG THE NORTHERLY SIDE OF THE RIGHT-OF-WAY OF VERMONT RT. 11 A DISTANCE OF 40 FEET TO A POINT MARKED BY AN IRON PIPE; THENCE RUNNING NORTH 23 DEGREES WEST IN AND ALONG LANDS OF WILLIAM H. MAASS A DISTANCE OF 411 FEET, MORE OR LESS, TO A POINT MARKED BY A MARBLE MONUMENT WHICH SAID POINT IS LOCATED IN THE SOUTHERLY BOUNDARY LINE OF LANDS HEREINABOVE CONVEYED TO VERMONT TALC, INC.; THENCE RUNNING NORTH 68 DEGREES 40 MINUTES EAST IN A STRAIGHT LINE COURSE A DISTANCE OF 40 FEET TO THE POINT AND PLACE OF BEGINNING. SUBJECT TO: THp EASEMENTSr RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RTr recordS ; (2) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND IN HT5a^F-WAYt NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) 'DISCREPANCIES?-CONFLICTS ,, boundary lines, shortage of area, encroachments and any facts which a correct RVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY HE PUBLIC RECORDS. - 92 CAMC-Greco-000693 REDACTED DOCUMENT SCHEDULE 5 . 8 - la FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320167 CARNEY, ROBERT OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: BEING ALL AND THE SAME LAND AND PREMISES CONVEYED TO ROBERT CARNEY BY WARRANTY DEED OF WALTER E. GARNETT AND ADDIE A. GARNETT DATED NOVEMBER 14, 1969 AND RECORDED IN BOOK 44 PAGE 237 OF THE CHESTER LAND RECORD'S. THE ABOVE MENTIONED DEED FROM WALTER E. AND ADDIE A. GARNETT TO ROBERT CARNEY ESTIMATED THAT THE PROPERTY CONTAINED 13 ACRES MORE OR LESS. A SH0WS THAT THE SAID PARCEL OF LAND CONTAINS APPROXIMATELY 8.2 ACRES. REFERENCE FOR A MORE PARTICULAR DESCRIPTION OF THE SAID PREMISES IS MADE TO A SURVEY ENTITLED "THE LANDS OF ROBERT CARNEY, CHESTER DATED 76 BY CLAUDE G. DERN, A REGISTERED V M LAND TM R* SAID SURVEY 13 INCORPORATED BY REFERENCE AND MADE A PART HEREOF AND IS TO BE RECORDED IN THE CHESTER LAND RECORDS. SUBJECT TO: RIGHT OF WAY DESCRIBED AS FOLLOWS FROM WALTER E. AND ADDIE A GARNETT TO ROBERT CARNEY: REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY SAID 50 FOOT STRIP TO PROPERTY OF SAID FARNSWORTH. THE GRANTORS^HEREIN, THEIR HEIRS AND ASSIGNS, HEREBY GIVES AND GRANTS A RIGHT OF WAY-FOR ALL PURPOSES ALONG SAID 50 FOOT STRIP HEREINBEFORE DESCRIBED FROM ITS COMMENCEMENT ON ROUTE #11 HEREINBEFORE MENTIONED TO THE WESTERLY BOUNDARY OF THE PREMISES HEREIN RETAINED BY THE GRANTORS AND THE EASTERLY BOUNDARY OF THE HEREIN CONVEYED PREMISES." SUBJECT TO: ^NTS'The prm ft RIGH TS-0F" WAY RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY EASEMBNTS' RIGHTS-OF-WAY, or CLAIMS OF EASEMENTS AND BOinansAY' N T SH0WN BY 'THE PUBLIC RECORDS f AND ( 3 ) DISCREPANCIES^ CONFLICTS : SURVFv LIN E S' SH0R,rAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT j',T-HE PPUrmBLfIfC R^ESCPOERCDTSI.O N OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 94 CAMC-Greco-000695 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME; INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320168 CHESTER OWNED BUILDING SURFACE VERMONT AND MINERAL WINDSOR LAND DESCRIPTION: tSARAH E . PVRATILI0NTO0FCHTEHSETELRANBDUIALNDDINGPRSEUMPPISLEYS CCOOMNPVAENYYEDDABTYEDQUMIATRCCLHAI3M DEED OF 1978 ANn RECORDED IN BOOK 5 5 , PAGES 2 8 7 -9 0 OF THE CHESTER La S rS d s ! ' 2 BY WARRANATYR^DAEELDS0OAF CPH0RESTTIE0RN OSUFPPTLHYE CPROEMMPAISNEYS, CINOCNV. EDYEADTEDTOOWCTIOLLBIEARM13H. M1 9A7A2SS AND RECORDED IN BOOK 4 7 , PAGE 489 OF THE CHESTER LAND RECORDS AND'b J WARRANTY DEED OF WILLIAM H. MAASS JOINED BY WAIN K MAASS TO SARAH E UATT " co rds! ' 1 9 7 8 AND REC0RDED IN B00K 5 5 ' 5 thT ? h e s t S IL THE PORTION HEREIN CONVEYED MAY BE DESCRIBED AS: BEGINNING AT A POINT IN THE HIGHWAY RIGHT-OF-WAY OF VERMONT STATE ROUTE NO 11 WHICH POINT MARKS THE SOUTHWESTERLY CORNER OF THE PREMISES HEREIN ' S S AND THE SOUTHEASTERLY CORNER OF LAND OF CHESTER B U IL D I^ SUPPLY THENCE RUNNING NORTH 23 DEGREES WEST, A DISTANCE OF 2 0 5 .5 FEET, MORE OR LESS, ALONG LANDS OF CHESTER BUILDING SUPPLY COMPANY TO AN IRON P IPE T8H5E.8N0CEFTEUERTN, INMGORAENDORRLUNENSISN,GTONOARNTHIR6O3NDPEGIPREE;ES 03 MINUTES WEST, A DDIISSTTAANNCCEE OOFF FEET, MTOURRENOINRGLAENSDS, RTUONNAINNGIRNOONRTHPIP2E3 ; DEGREES WEST, A DISTANCE OF L52 .6699 THENCE TURNING AND RUNNING NORTH 68 DEGREES 40 MINUTES EAST, A DISTANCE OF INC: ToT L b^M O W M E N ^ * * 0R P RMERLY F VERM NT TALC' K ' S E S f E S E r " " " * D ISTM CE op 4 0 - 03 P EET- *0 THENCE TURNING AND RUNNING SOUTH 23 DEGREES EAST, A DISTANCE OF 1 0 3 .3 FEET Subject TO: - ^ P U B m cNR F ;TM n sGaTf ; ? PT i ' RESTM ICT1 S . COVENANTS AND CONDITIONS SHOWN By . s t s r * " ' noTM ** 5 * * ATMii N s S i r o r ? L opR TM ^ sETM HE PUBLIC RECORDS. ^ HDMEISNCTLsOSmEd ANaDBYWpHaICcHtsARwEhiNcObTaSHcOoWrrNecBYt CAMC-Greco-000696 - 95 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY TO A MARBLE MONUMENT SET IN THE m n i 'HPDrv OF VERMONT STATE ROUTE NO. 11; SIDE OF THE HIGHWAY RIGHT-OF-WAY THENCE TURNING AND RUNNING SOUTHWESTPPr v A n cw SIDE OF HIGHWAY RIGHT-OF-WAY . B'3 THE THENCE CONTINUING SOUTH 59 DEGREES 38 MINUTES WEST A nTc-t-nu^cFEET, MORE OR LESS, TO THE POINT AND PLACE OF BEGINNING SAID PARCEL ESTIMATED TO CONTAIN 1.18 ACRES. SUBJECT TO: - . ^ c o i t i o n s shown by JINlGHBOTUSN-QDAFrRYWALYI,Nv-ENSO,T-SSHHOORWTNA-GBEY'THE PUBLIC RECORDS '' AANND^ '{/ 3 > DISCREPANFCEIEAs2T?c*OENNFTLSICATNSD TM ****^TSUERVPEUYBlANicD rI eNc os Sr dl Os , N " " e ^PREMISES W0ULD DISCLOSE AND WHICH ARE NOTA SH O*W"N * BY 96 CAMC-Greco-000697 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320169 CHESTER OWNED b u il d in g SURFACE VERMONT AND MINERAL WINDSOR LAND DESCRIPTION: BEING A PORTION OF THE LAND AND PREMISES CONVEYED TO CHESTER BUILDINr SUPPLY COMPANY BY WARRANTY DEED OF WILLIAM H MAAQ? iw n u it u BUILDING and RECORDED FEBRUARY 2 7 , 1 9 81 IN BOOK 5 9 , PAGE 378 " tS T *LL* mDBUILDING SUPPLBYBTMCOGMPANY BYTMWEARLRAANNTDYS DEEDTMOEPMFIRSEASNCCIOS NCVEYETDITTSn^ S S r a JAIRD DATED JUNE 1 6 , 1 9 7 7 AND RECORDED JUNE ^ 7 7 BTOK p a TM , THE WAARRPAONTRYTIODNEEDOFOTFHCEHLEASTNEDRASNUDPPPLRYEMCIOSE. SINCCONV, EMYEDmTO WILLIAM H maaac "nw "is.. MARBLE MONUMENT I S ALSO SET IN THE EASTERLY -11v W--HICH PAGE 49 OF THE CHESTER LAND RECORDS^ REC0RDED IN BOOK 29 AT nOF THE ABOVE MENTIONED 16 FOOT RIGHT-OF-WAY- ^ IN TM E EASTERL5f SIDE THENCE TURNING AND RUNNING SOUTH 68 DEGREES mthtppdu T_ _ m of THENCE CONTINUING SOUTH 68 DEGREES 40 MINUTES WEST AND SOUTH 68 DEGREES 41 SUBJECT TO: S*HIGEHTpSS^OrFR-W^AYO-, RNODT sSfH^OW2N) TMBYS ETMHEE-NPTURS tTTRIPRIpGSOnTSf n' . ' R ^CLAICMSND0FITIB0ANSR ESNH0TWSN ABNYD IN BOUNDARY L IN E S, SHORTAGE OF AREA ^ 0 ^ ^ ^ ^ '' NCIES^ C0NFL^ T S TShUeRVPEYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD nITScCrLrOn cSDE ANADNYWFHAICCHTSAIRTME 10N1O*TASHCOOWRNREBCYT CAMC-Greco-000698 - 97 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY IN THE GROUND BAYDAISTLAANRCGEE OBUFTATEPRPRNOUTXIMTRATEEEL- Y 8 9 1 .6 6 FEET TO AN IRON. PIPE SET RamlmS0DTHWE5T ALTM G A ST E A BISTASCE OF 176 AI Nf ? ISROLNTiP!IPr EilKSETATMIN RA0N,'HEIL'KM SST0IU!TMHP; " DEGBEES " S T ' * DISTANCE OF 370 FEET T1UO TM RTH 87 DEGREES " ST' A D1STANCE OF 38 PEET' T0 AN0THEE THENCE TURNING AND RUNNING NORTH 61 DEGREES 6 MINUTES EAST, A DISTANCE OF 90 FEET, TO AN IRON PIPE SET IN THE WESTERLY SIDE OF A 30 FM T W DE RIGHT OF WAY GRANTED TO VERMONT TALC, IN C .; THENCE TURNING AND RUNNING ALONG THE WESTERLY EDGE OF SAID 30 FOOT RIGHTr , 8TM 21 " " " S > TM E S BAST, A DISTANCE OF 2 2 7 . BO F ^ to " VIRER MNOPNTIPESTASETTE RINOUTTHEENGOR. 0U1N1D; 0N THE EDGE OF THE HIGHWAY RIGHT-OF-WWAAYY OFF THENCE TURNING AND RUNNING NORTH 57 DEGREES 38 MINUTES EAST, A DISTANCE OF R5O0 U9T.6E4 NFOE. ET11 ALTOONGTHTEHPEONINOTRTAHNEDRLYPLASCIDEEOOFFBTEHGEINHNIIGNHGW. AY RIGHT-OF-WAY OF VSEeRrMMOONNTT SUBJECT TO: SAID PREMISES ARE CONVEYED SUBJECT TO THE ABOVE MENTIONED 40 FOOT RIGHT-OF W ILLlS0^ C0NVEYED T VERMONT TALC, IN C . BY WARRANTY DEED OF RECORDED IiN BOOK 5 5 , PAG EBSY2H7 4IS-2 7W8IFOEF' WTHAEINCKHE*STAERASSLANDDATERDECMORARDCSH 3 , 1 9 7 8 AND meS S n l S f ~i f Al Y ACARREOSAS LLSA NCD0SNVOEFYEWDILLSUIABMJECHT. MTOAATSHSEANADBOCVHEEMSTEENRTIOBNUEILDDI3N0G FOSUOPTPLY ^ L m ICH RIGHT-0F_WAY WAS CONVEYED BY WARRANTY DEED TO VERMONT TALC ~ L A ^ O R ^ s ! 978 AN " D ^ B00K 55' " TME REFERENCE IS MADE TO THE SURVEY MAP ENTITLED "A BOUNDARY SURVEY PREPARED FOR VERMONT TALC, IN C ., CHESTER, VERMONT" BY W. BYRD LA PRADE CONSULTING ENGINEER AND SURVEYOR OF MANCHESTER CENTER, VERMONT, DRAWING NO 1 0 8 4 -2 -A SEE o^s.1978 traiCH - e " S E i E E A SUBJECT TO: % U O H TS^F-W A Y , RESTRICTIONS, COVENANTS ANO CONDITIONS SHOWN BY i " C RECORDS ; ( 2 ) EASEMENTS, RIOHTS-OF-WAY, OH CLAIMS OF Ek E ntT ano ) ' "0T SH0" ` B THE PBLIC RECORDS ; ' AND f3 ) DISCREPANCIEST' CONFLICTS Srm,i0UNDARY LIN E S' SH0RTAGE 0F AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT S p blto" 0F THE PRH,ISES W001D W SC L0SE a " " A S" - 98 - CAMC-Greco-000699 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FE E PROPERTY LESS AND EXCEPT A PARCEL CONTAINING 1 .1 8 ACRES THAT WAS CONVEYED^BY WARRANTY DEED OF CHESTER BUILDING SUPPLY COMPANY TO OMYA, IN C . BY WARRANTY DCEHEEDSTEDRATELDANADNRDERCEOCRODRSD. ED FEBRUARY 2 7 , 1981 IN BOOK 5 9 , PAGE 3 8 6 OF THE LESS AND EXCEPT A PARCEL CONTAINING 1 .6 1 ACRES CONVEYED TO SPINNING MILL HOUSE, INC. ON 1 0 /1 1 /1 9 8 9 BY GREEN MOUNTAIN TALC CORPORATION BY WARRANTY DEED RECORDED ON 1 0 /1 0 /1 9 8 9 IN BOOK 7 0 , PAGES 2 5 6 -5 8 IN THE CHESTER TOWN RECORDS, AND WHICH I S FURTHER DESCRIBED AS AN EXCEPTION BELOW: THE FOLLOWING PARCEL WAS CONVEYED BY GREEN MOUNTAIN TALC CORPORATION," GRANTOR, TO SPINNING MILL HOUSE, I N C ., GRANTEE, BY WARRANTY DEED DATED OCTOBER 1 1 , 1 9 8 9 ACSHERSETCEORR, DVEEDRMONONOTC: TOBER 2 0 , 1 9 8 9 IN BOOK 7 0 , PAGES 2 5 6 -5 8 IN THE TOWN RECORDS OF BEING A PORTION OF THE LAND AND PREMISES CONVEYED TO GREEN MOUNTAIN TALC CORPORATION BY WARRANTY DEED OF VERMONT TALC, IN C . DATED MAY 1 3 , 1 9 8 8 AND RECORDED IN BOOK 6 8 , PAGE 2 4 2 , OF CHESTER LAND RECORDS. THE PORTION CONVEYED HEREIN BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN IRON PIPE DRIVEN IN THE GROUND IN THE NORTHERN RIGHT-OF-WAY LIMITS OF NOW OR FORMERLY VERMONT ROUTE 1 1 , SO-CALLED, WHICH IRON P IP E MARKS THE SOUTHWESTERN CORNER OF THE LAND AND PREMISES CONVEYED HEREIN AND A SOUTH EASTERN CORNER OF OTHER LAND AND PREMISES OF THE GRANTOR HEREIN; THENCE N 20 DEGREES 09 AN IRON PIPE DRIVEN THENCE N 20 DEGREES 09 AN IRON PIPE DRIVEN THENCE N 59 DEGREES 04 AN IRON PIPE DRIVEN THENCE S 50 DEGREES 32 AN IRON PIPE DRIVEN 132" W IN THE '32M W IN THE '52" E IN THE 31" E IN THE GARODUISNTDA;NCE AGRDOIUSNTDA;NCE AGRDOIUSNTDA;NCE AGRODUISNTDA;NCE OF OF O F OF 2 2 5 .0 5 FEET, MORE OR L E SS, TO 6 0 .0 0 FEET, MORE OR LESS _ TO 2 6 4 .5 1 FEET, MORE OR L E SS, TO 3 9 .7 5 FEET, MORE OR L E SS, TO THENCE S 25 DEGREES 37 ' l l " E AN IRON PIPE DRIVEN IN THE AGRDOUISNTDA;NCE OF 1 0 7 .9 0 FEET, MORE OR L E SS, TO SUBJECT TO: - - The ^ f f MENTS' r ig h t s - o f - w ay, r e s t r ic t io n s , c o v e n a n t s a n d c o n d it io n s shown by I- RIcr. ^ IC REC0RDS; (25 EASEMENTS, - RIGHTS-OF-WAY, or CLAIMS OF EASEMENTS AND II IN ' N0T SH0MN BY THE PUBLIC REC0RDS' AND ( 3 ) DISCREPANCIES?"CONFLICTS SUrvpv !?mRY L IN E S' sh o rtag e OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT Th6e PmU, BALNICD RINECSPOERCDTS.I0N OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000700 - 99 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THAENNCEIROSN 65PIPDEEGDRREEIVSEN52>IN34"THWE GARDOIUSNTDA;NCE OF 8 6 .0 0 FEET, MORE OR LESS- y TO THENCE S 2 5 DEGREES 3 7 '1 1 " E A DISTANCE OF 1 1 5 .9 1 FEET, MORE OR L E SS , TO AONF SIRAOIDN VPEIRPME ONDTRIVREONUTEIN 1T1H; E GROUND IN THE NORTHERN RIGHT-OF-WAY LIM ITS THENCE S 59 DEGREES 0 4 '5 2 " W ALONG THE NORTHERN RIGHT-OF-WAY LIM ITS OF TSHAEIDPOVEINRMT OANNTDROPLUATCEE 1O1 FABEDGISITNANNICNEG. OF 2 2 2 .1 2 FEET, MORE OR L E SS, TO AN PREMISES CONVEYED HEREIN, CONSISTING OF 1 .6 1 ACRES, MORE OR LESS, OF LAND ARE MORE PARTICULARLY DESCRIBED ON A PLAN ENTITLED "PROPERTY OF GREEN MOUNTAIN TALC CORPORATION, CHESTER, VERMONT" DAt S JUNE s ! " " " ! " lEDRS rTM t? S ^ ^ y'pl^"'" TM " " S"TBEi,N mRKm SURVEiS AND FOLLOWING^EASEMENTS^ " S TM > A SSIG NS, AHE THE 1. THE RIGHT OF INGRESS TO AND EGRESS FROM THE TOP FLOOR OF THE SO-CALLED WAREHOUSE BUILDING" ON OTHER LAND AND PREMISES OF THE GRANTOR HEREIN AS SHOWN ON THE SURVEY PLAN, WHICH RIGHT SHALL TERMINATE AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE AGREEMENT OF EVEN DATE HFLEOROERWHOHF SBUECTWH EE"WNATRHEEHOGURSAENTBOURILDHIENRGE"IN; AND THE GRANTEE HEREIN OF SUCH TOP THE RIGHT TO CONSTRUCT A SECOND ACCESS FOR THE PURPOSE OF INGRESS TO IrrlJra0M " ID -"A " " 0 " BUILDING". FROM SAID VERM O ROOTE" l STMAID* ACCESS S^TOTHBEERLLO* C0AFTEDTHBEETSWOUETEHNWTEHSET CEOXRISNTEIRNGOFFISRAEIDHY"WDRAARNETHOAUNSDE TBHUEILDING" EXISTING CULVERT UNDER SAID VERMONT ROUTE 1 1 ; AND - AN EASEMENT FOR CONSTRUCTION PURPOSES ONLY, 2 5 ' AND PARALLEL WITH THE FOLLOWING DESCRIBED LINE; IN WIDTH, WESTERLY OP BEGINNING AT AN IRON PIPE DRIVEN IN THE GROUND IN THE WESTERN BOUNDARY SUBJECT TO; THE RIGHTS~0F WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY S L S = TM =0R D S t 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF E A S E M E N T ^ D SINURuBpO?UNDDAARRYY LtINnEprST' SqHp0nRT!AGBYE TOHFEAPRUEBAL, ICENCRREOCAOCRHDMS;ENATNSDAN( 3D) ANDYISCFARCETPSANWCHIIECSH^ ACOCNOFRLRICECTTS S p S b u c D r e ? ordsT ? N F THE PREMISES W0ULD DISCL0SE AND w hich a r e no t . - 100 - CAMC-Greco-000701 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY OF LAND AND PREMISES CONVEYED HEREIN WHICH IRON PIPE IS S 20 DECREES 0 9 ' 32" E A DISTANCE OF 60 FEET, MORE OR LESS, FROM AN IRON PIPE-DRIVEN CINONTVHEEYEGDROHUENRDEINM;ARKING THE NORTHWESTERN CORNER OF THE LAND AND PREMISES THENCE S 20 DEGREES 09*32" E A DISTANCE OF 70 FEET, MORE OR LESS, TO HAEPROEIINNT. IN THE WESTERN BOUNDARY OF THE LAND AND PREMISES CONVEYED RESERVED TO THE GRANTOR HEREIN, ITS SUCCESSORS AND ASSIGNS, IS A RIGHT-OFWAY, TWENTY FEET (2 0 * ) IN WIDTH, PARALLEL WITH AND RUNNING FROM THE WESTERLY SIDE OF THE WAREHOUSE, SO-CALLED, NORTHWESTERLY ACROSS THE LAND AND PREMISES CONVEYED HEREIN TO OTHER LAND AND PREMISES OF THE GRANTOR HEREIN. - FURTHER SUBJECT TO: LEASE DATED OCTOBER 1 1 , 1 9 89 BETWEEN GREEN MOUNTAIN TALC CORPORATION, LESSOR, AND SPINNING MILL HOUSE, IN C ., LESSEE. LESSOR HAS LEASED TO LESSEE THE TOP FLOOR OF WAREHOUSE BUILDING FOR A FIVE YEAR TERM. SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT-SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES^CONFLICTS N BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSHUERVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY I Ik.. CAMC-Greco-000702 - 101 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320188 OLD WOOLEN MILL OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO SPINNING MILL HOUSE INC. BY WARRANTY DEED OF WARREN RIPLEY, DATED AUGUST 2 4 , ^ 8 ^ AND RECORDED MINORBEOOPAKRT1I1C0ULAATRLPYAGDEE3SC7 7RIBOEFDTHHEERLEUIDNL.OW LAND RECORDS, AND WHICH PPRROOPPEERRTY^ JISs THE LANDS INCLUDED HEREIN ARE THOSE IN THE CONVEYANCE TO ROCHELLE REALTY TNC M LcH C2 1 WE? q ? 7 RG AS EXECUT0R 0F THE ESTATE 0F WILLIAM HANKEN BY DEED DATED TM bj j ^ sr s 3 5 7 - 3 s o of " > ScSSstLs- A ^ F O n i w s f ES 2 8 7 - 2 9 1 0 F THE LUDIl0W ^ RECORDS, AND IN SAID DEED DESCRIBED PARCEL NO. 1 : ALL AND THE SAME LAND AND PROPERTY WITH THE WATER RIGHTS APPURTENANT THERETO (WITH THE EXCEPTION OF SUCH OF THE ^ s S PrJ p e R^Y HERE TOFORE DISPOSED OF) THAT WERE DEEDED TO THE VERD MONT MILLS COMPANY BY FRANK 21'PAAGEGS 4E38f n 4a39^ nOF^ rLUfDfLTMOW DLAENED RDEACTEODRDFSE, BRANUDARIyN SAID nDEEDandDErSCecRoIBrEdDedASin--FOvLoLlO. W3S:1 , ABOUT ONE ACRE OF LAND AND WATER RIGHTS APPURTENANT, WITH A WOOLEN MANUFAC TURING PLANT THEREON, CONSISTING OF ONE-STORY WEAVE SHEd! TWO-STORY^AND^ATTIC N THE NORTH BBYTM LANDSOrF LALI^CECBKEABN0IALNEDR HLAONODSEO-F *FL"ETCHER S . HINES- ON THE E A ST AND OF FLETCHER S . HINES; ON THE SOUTH BY BLACK RIVER; ON THE WEST BY LAND SUBJECT TO: THF EAEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY :SI LTM S IC RE'C01R,0D,1S: SH0<12TM) BE TSHBEOEPNUTBSL- ICRRIGECHOTRSD-OSF-WANADY, (3 JORDCI SLCARIMEPSAONCFI EEASS^ECMOENNFTLSr^ACN sD sSI)R TM " ', L I,iE S ' SH0RTAGE o p * . encroachm ents a n d any f a c t s w hich a co rrect km " D R TM ! TM 0F PREHISES W0ULD DISCWSE ICT TM TM S S ^ S CAMC-Greco-000703 - 102 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY SOOFUTAHLICHEILBLE. AN AND THE HIGHWAY LEADING FROM THE OLD GREEN MOUNTAIN T_URNPIKE TO BEING ALL AND THE SAME PREMISES WHICH WERE CONVEYED TO THE VERD MONT MILLS BY THREE SEVERAL WARRANTY DEEDS, ONE FROM FRANK W, AGAN BEARING DATE THE 29TH DAY OF JULY A .D ., 1 9 0 1 AND RECORDED IN LUDLOW LAND RECORDS BOOK 2 6 , PAGE 2 4 9 ONE FROM LUCY F . HINES BEARING DATE THE 3RD DAY OF NOVEMBER, 1 9 0 2 , AND RECORDED IN LUDLOW LAND RECORDS, BOOK 2 8 , PAGE 4 0 9 , AND THE OTHER FROM JOSEPH BURNS SBOTMOK1 3TM0 , TPAGEETH2 E5 6 1, 2TTHO W AHYICH FD0ECETD0SBAENRD' TWHE0 5R#EACNODRDRSECTHOERRDEEODFINREFLEUDRLEONWCELAISNDHARDECOFORRD A MORE PARTICULAR DESCRIPTION OF THE PREMISES; AND ALSO ALL THE RIGHT, TITLE AND INTEREST IN AND TO A RESERVOIR, OR THE RIGHT TO BUILD RESERVOIR-IN THE BROOK FLOWING THROUGH THE HINES LAND SOUTH OF THE RAILROAD TRACK AND OF THE FOREGOING DESCRIBED PREMISES, ALL DESCRIBED IN A LEASE FROM THE SAID FLETCHER S . HINES TO THE SAID VERD MONT MILLS BEARING DATE THE 22ND DAY OF NOVEMBER A D ., 1 9 0 5 , SUBJECT TO THE ANNUAL RENTAL THEREIN PROVIDED. '' THERE IS ALSO CONVEYED SUCH BUILDINGS AND IMPROVEMENTS AS HAVE BEEN ERECTED Bf vYN2THLESiGRIDANTOEREDAN DF FINESBTRAULALREYD 2 I7N' T1H9E1 1B' UTILODGIENTGHESROWN ITSHAIDALLLANMDACCHOINNEVREYYENDO.W OAWNDNED THERE IS CONVEYED ALL RIGHTS AND TITLE OF THE GRANTOR IN AND TO THE DAM AND FLASHBOARD RIGHTS ACROSS BLACK RIVER LOCATED ON THE FARM NOW OWNED BY WILLIAM P . BIXBY, TOGETHER WITH THE FLOWAGE RIGHTS AND CANAL RIGHTS LOADING FROM SAID DM. TO THE MILL PROPERTY HEREIN CONVEYED. MEANING TO INCLDDE ALL OP THE RRIIGGHHTTSS, OWF ITTHHOEUGTRAANNYTORRESINERVANADTIOTON. SAID DAM, FLASHBOARDS, FLOWAGE AND CANAL OTHER RIGHTS DAEELDSE0DATLOL TAHNDE STAHEID SAGMRAENTDOARM, BYFLOWWILALGIEA,MFEPN. CBINIXGBYANDBYAHQUISEDUDCEETDAND ADNADTEDIN JUSNAEID 2D8E, ED1 9 1D8ESACNRDIBERDECOARSDFEODLLINOWVSO; L. 3 3 , PAGE 5 1 6 , OF LUDLOW LA_ND RECORDS, THE RIGHT TO BUILD AND MAINTAIN A DAM ON MY LAND SOUTHERLY OF SMITHVILLE, SOCALLED, AS SURVEYED AND NOW STAKED OUT BY EDWARD H. EVANS TOGETHER WITH THE RIGHT TO FLOW MY LAND TO THE HEIGHT OF SAID PROPOSED DAM. ALSO THE RIGHT TO BUILD AND MAINTAIN A FENCE SOUTHERLY OF AND ABOVE THE DAM FOLLOWING A COURSE AS SURVEYED AND STAKED OUT ABOVE SAID DAM BY THE SAID EDWARD H EVANS TOGETHER WITH THE RIGHT TO KEEP SAID ENCLOSURE AND THE BANK ADJACENT TO SAID SUBJECT TO: RIGHTS" 0 F ~WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY S ,, ^ ^ f 0ED S! U 1 " STM ' S ' ISH TS-C P-W A , OP CLAIMS OP EASEMENTS AMD BOUNDARYWALYI'NNE0ST, SSHHO0WRTNABGYE TOHFEAPRUEBAL, ICENCRREOCAOCRHDMS;ENATNSDAN(D3 ) ANDYISCFRAECPTASNOWIHEICSH?" CAOCNOFRLRICECTTS R E C O R D S ^ F THE PREMISES W0ULD DISCLSE AND WHICH ARE NOT SHOWN BY - 103 - CAMC-Greco-000704 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPOSED POND FREE FROM BRUSH AND TREES. RIGHT T ENTER UP0N MY SAID LAND F0R THE PURpOSE of b u i l d i n g and REPAIRING SAID DAM, AND FOR THE PURPOSE OF CONSTRUCTION AND REPAIRING AN AQUEDUCT FROM SAID DAM TO THE GRANTEE *S MILL AT ANY TIME BY PAYING^FOR^THE ATM E 0fE T0 CR0PS AND BV LEAVING THE MEADOW IN GOOD CONDITION, FOLLOWING A COURSE UNDER THE RAILROAD CULVERT AND BARWAY ON THE EAST SIDE OF THE ROAD THENCE TO THE MILL AND CROSSING THE MEADOW NEAR THE RIVER. THE ABOVE RIGHTS ARE GRANTED UPON THE CONDITION THAT THE GRANTEE ITS SUCCESSORS AND ASSIGNS SHALL CONTINUE SAID AQUEDUCT, USING AN INCH PIPE TO THE CORNER OF THE FENCE NEAR THE GRANTOR *S HOUSE AND s S ^AUSE L e W ^ E R TO FLOW UNOBSTRUCTED THERETHROUGH FOR REASONABLE USE AT THE BUILDINGS OF THE GRANTEE AS LONG AS AID AQUEDUCT SYSTEM IS USED AND SHOULD THE GRANTEE,iTS SUCCESSORS OR ASSIGNS ABANDON OR DISCONTINUE THE FLOW OF WATER OF SAID s X HILL" THE SfllD TM CE " PARCEL NO. 3: THE ALICE BEAN LAND SO-CALLED BEING ALL AND THE SA M P T AND PREMISES DEEDED TO THE SAID GRANTOR BY FRANK W. AGAN, BY HIS WARRANTY DEED DATED JANUARY 8, 1926 AND RECORDED IN VOL. 36, PAGE 248 OF LUDLOW LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: LUDLOW LAND RECORDS THE ALICE BEAN PROPERTY SO-CALLED, SITUATED IN SMITHVILLE, SO-CALLED IN THF TOWN OF LUDLOW. IT BEING ALL AND THE SAME LAND CONVEYED TO SAID FRANK W. AGAN BY FRANK H. HOLDEN BY HIS WARRANTY DEED DATED AUGUST 11TH A D 1925 AND* RECORDED OR PAGE 217 OF BOOK 36 OF LUDLOW LAND RECORDS? TO S D DEED A m RECORD AND TO THE DEEDS AND RECORDS THEREIN REFERRED TO REFERENCE HAT BE HAD FOR FURTHER DESCRIPTION OF THE PREMISES. *** BE HAD BEING THE SAME PROPERTY THAT WAS DEEDED TO VERD MONT WOOLEN MILLS INT the VERD HONT HILLS CO., BT ITS WARRANTY DEED DATED^OCTOBER 3 1S39 RECORDED IN VOLUHE 40, PAGES 252-253 OF LUDLOW LAND RBCORK. BY BEING ALL AND THE SAME LAND AND PREMISES AS ACQUIRED BY THE GRANTOR H E R E IN RV CO OF WItnRPDCr f F FRECL0SURE 1N THE OF LUDLOW SAVINGS BANK AND TRUST WILDRED GILMAN AND VERONICA GILMAN, ET AL, CHANCERY NO. 1967, SAID 'TWK'WjUHWja SUBJECT TO: . (1) EASEHENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY EEC0RDS! (2) EisEMEHI's- h t o h t s -o f -w a y , oe claihs ot GHT9-M( , NOT SHOWN BY THE PUBLIC RECORDS, AND (3) DISCREPANCIES" "CONFLICTS SURVp!^ 0^ ALINES' SH0RTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH CORRECT & L I C R E C O R TM F THE PREMISES DISCL0SE " " St S T S CAMC-Greco-000705 - 104 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY DECREE BEING RECORDED IN VOL. PA DECREE BEING DATED 9 FEBRUARY 1 9 6 0 . OF THE LUDLOW LAND RECORDS.' THE THERE IS ALSO HEREIN CONVEYED ALL OF OBEFINPGERSCOONNAVLETYYEDN."OW LOCATED AT AND ON, THE AND MACHINERY SITUATED IN EQUIPMENT AND , THE PREMISES OTHER ITEMS HEREIN FURTHER REFERENCE I S HEREBY REALTY, IN C . DATED JULY 2 8 , THE LUDLOW LAND RECORDS. HAD TO A 1 9 77 AND RDEECEDORDFREODMINDABKOEONKM6IL8L, SP, AGINECS . 3 TO 55- ROCHELLE 3 5 6 OF \ subject to: TO TM U C TM rcO R D sOTn " " M siM E ^ r RIRreHTs'opC^ NA,lI= iTM C 0,iD m 0,,S SH0TM BY CAMC-Greco-000706 - 105 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320190 01 GALLOWHUR, TERRIS OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: i s S "TM " S is" 7 C0UOTI 0F W1HDS0K- AN, A 1 0 0 , UNDIVIDED I N T I ^ S T ,, AND TO TbT ^ f I c e ! ^ C K ^ E ^ " VERMONT, DESCRIBED AS^FOLLOHS^VIZ TM C0UNTY F WINDS0K' AND STATE OF S ^ r ^ o I ^ r T S R ^ " C" " " " D. 1 . DaErCcRhEE1 I. N 1T0H7E8 . EOSTFARTEECOORFDGEINORBGOEOKGAL4L0O.WHFAURCETO TERRIS D n n r r m im m Z1 9 7 2 , ^Of ' recORD 4 . QUIT-CLAIM DEED OF GEORGE GALLOWHUR TO TERHTC rirrn.Tm Tn ,, 1 9 7 3 , OF RECORD IN BOOK 3 9 , PAGE 1 6 7 , READING La S d S DS PARCEL A: ^ 2' ' O(RNECTEHNETLCYOMAMCOQNUBIROEUDNDAFRROYMOH^OPWRE);O P E i m ^ LLOWHUR AND PROPERTY 1O0 F6 ' WWIN*1D10S1O1RPM0IINNTERAI SLS SUBJECT TO: Cl) EASEMENTS, RIGHTS-OF-WAY RPiTBTr'nTniie ,, ,, J PUBLIC RECORDS; (2 ) EASEMENTS, rI gh^ F " C0NDITINS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS w n ' , R CLAIMS 0F EASEMENTS AND N BOUNDARY LINES, SHORTAGE TSHUERVPEYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WFHAICCHTSARWEHICNHOTASHCOOWRNRECBYT CAMC-Greco-000707 106 - REDACTED DOCUMENT --' SCHEDULE 5 . 8 - l a FEE PROPERTY FEET' "0RE 0R LESS' * l i m i t s or VERMONT route lO ^ T O 4,! POINT; ^ FEET''* * * R LESS` AL0BG THE EASTERLY LIM ITS OP rsvE ss THE EASTERLY LIMITS OF VERMONT ROUTE 106; a deeta ^ ** . degrees F 2 3 4 *4 FEET, MORE OR LE SS, ALONG VERMONT ROUTE lO ^ T O 3A P O IN T ;*0 FEET'M RE R LESS' AL0NG THE EASTERLY LIMITS OF VERMONT^ROUTE^lOS^TO^A' POINT; * ' M RE 0R LESS' AL NG TM E LIM ITS OF VERMONT ROUTE106ETO5A POINT OF^URVATURE^TO^H AL NG TH EASTERLY LIM ITS OF 00 DEGREES 28 * A RADIUS OF L 66 Z H ^ WITH A DELTA ANGLE 0F LESS, ALONG THE EASTERLY LIMITS*OF VERMONT R O U ^H o6^ O ^ N FEET' M RE R THE CORNER BOUNDARY OF THE WITHIN PARCEL I nS ^ C E ^ D ^ E i J ; WHICH " 0N THENCE S 66 DEGREES 03' E ALONG A STONE WALL Iiii7 j STONE WALL'S POINT OF INTERSECTION WITH ANOTHER^STONE^WALL^^ R E E SS' T THE S L CTOSA1STONERTOLL5C O R N E R r1 ' 8 FRET' " " " * P iB TM L L I ALONG A STONE TM l l C? o Na " irD" Rp S . . 5 6 ' " 8 6 " - 7 FEET` 0R * TM l l y ALONG A STONE TOEACf TONE7WALLRCORNER; " 8 FEET' M RE R LESS' PARTIALLY ALONG A SiONE WALL SUBJECT TO: ` ' (1 ) EASEMENTS, RIGHTS-OF-WAY BPiTnTnfTnMo ,,,, the PUBLIC RECORDS; ( 2 ) EASEMENTS, R l c H T S ^ - S I f ^ 5 AN C 0NDITI0NS SHOWN BY IRIGHTS-OF-WAY, NOT-SHOWN BY THE PUBLIC RECORDS- ND# F EA.EMENTS AND IN BOUNDARY LIN E S, SHORTAGE OF AREA ENCROArHMPKrroc?^ 3 DISCREPAN C IE ^7 CONFLICTS TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD ^ I-SECCLLOSOE SAEND^ NWHr I^CrH^ AAREr 10N1O1TASHCOWRNREBCYT ,- k CAMC-Greco-000708 - 107 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY EASTZRL? ^ OF Ek L ^ N G ." " ^ MEANING HEREBY TO CONVEY 7 4 .9 ACRES BE THE SAME MORE OR LESS. PARCEL B: TM THE ra" S T E R L ALIm"s IaiD ^ S aY 2 2 " , ? " f " " ^ 106 TOINT * GALLONHUR and PROPERTY NOW OR FORMERLY 0 ^ 0 ^ " "" TM B TM DAEY P PR0PERTM OF Sa id " TM toRAEto ^ : " 5 5 3 - 8 PEET' " HE R LESS* ' = TM E WESTERLY LIM ITS OF SM ^H IG ^A y" " ^ ^ " 381'2 ^ " " R " S S ' AK* TM WESTERLY LIM ITS OF TM iD CH I G TM DTOEf p 0 I N i , . " 2 2 S ' 3 FEET' " RE R EESS' AE E TM E LIM ITS OF TM i TM a YDTORa EL 5 NT: W 1 9 3 - 7 PEET' " 0RE R EESS' AKTM WESTERLY LIM ITS OF 24S ! f ^ N G D S T E R L Y " m i s T S A ^ H l " ^ ^ f p S : THR UGH * ToT p o INT; DEGREES 51 ` W U 7 - 6 FEET' M0RE OR LESS, FOLLOWING ALONG A WIRE FENCE TO A P P O IN T ^ " iNTERSECTION^OF *SA ID ^ E N C E ^ IT H " sTONE^WALLf^2 V 1" PENCE * C E N 41 DEGREES 4 4 - E S 1 7 .9 FEET. MORE OR L E SS, ALONG A STONE WAlI TO A " ^ ^ 5. i T . " S L 0; TM A ST0NE WAEE AN TM E SUBJECT TO: IGHTS-osf -WAsY, -NO^T BOUNDARY L IN E S, SHOWr N BYn THE rPUBLI!CiSRGEHCTOOR'DoSF- crA N nH'A,-,.,?TRs SHORTAGE o f AREA ENCROACHMPwmc0 3 CahLAdIMS 0 F EMSMENoTS AND SCREPANCIE S, CONFLICTS T(UIERVPEUYBALNICD RINESCPOERCDTSI.ON OF THE DPREEMMIISSEESS WWOOUULLDD DDISl SCcLOf nSE^ VAN**D**WFHAICCHTSAR17E111N01O1TASHCO0WRNREBCYT CAMC-Greco-000709 - 108 REDACTED DOCUMENT b. 8 -la , FEE PROPERTY T_HENCE S 66 DEGREES 05* E 973 * 7' rEtPiiFLTd*# MmcOiRdcE OTMR LESS # A_L_ONG A WTRF THE GR 0I,D IN TBE " TM " E VERMONT ROUTE r " AND^POINT MEANING HEREBY TO CONVEY 1 9 .5 ACRES, BE THE SAME MORE OR LESS. PARCEL C: STARTING AT A BOUNDARY MARKER` SET IN THE NWOHWICOHRBFOOURNMDAERRYLYMOAWRKNEERD BIYS COONOTKHEE; BOUNDARY WESTERTv t t m t u c nu ^ORERTY OF GALLOWHUR AND PROPERTY oTM o " ro^ 0? ; aE i S M0BE E * T LIMITS bS EwTM h" WDELTA F SilD HIGHWAE TO TM E CURVE LENGTH OP 5 1 , . 4 FEET, MORE OR LESS, TO A P o L f S T sT O N E ' W A L L f' " " * i o T p o m - DEGREES 3 ' " 1 7 8 ` 1 EEET' " 08E 0 8 LESS' VMTIALLY ALONG A STONE WALL tvccTAHNDENWCEIREN F7E4NCDEEGTROEEAS P40O*INWT; 2 7 4 .9 FEET ' MHRREF noR L E SS' PnA. RnmT.IALLY ALONG A STONE WALL TTOHEANCPEONINT55; DEGREES 07* W 191 6 FFFT ' MnDTE? on Lr E SS' PARTIALLY ALONG A WIRE FENCE THENCE N 6 6 TO A POINT; DEGREES 3 8 W 350 FEET, MORE OR LE SS, PARTIALLY ALONG A STONE WALL THENCE N POINT; 50 DEGREES 25* W 258.1 FEET, MORE OR LE SS, ALONG A STONE WALL TO A THENCE N 05 POINT; DEGREES 10* E 56.9 FEET, MORE OR L E SS, ALONG A STONE WALL TO A SUBJECT TO: ' ` (1 ) EASEMENTS, RIGHTS-OF-WAY. RESTRICT1m ute .. W S PUBLIC RECORDS; (2 ) -EASEMENTS, n, f f A" D C0NDITI0NS SHOWN BY BIGBTS-0P-WAY,- NOT SHOWN B Y T TM r r S f ' 0 8 C" IMS 0 8 E* S ME,t'rS IN BOUNDARYl N E ^ SHORTAGE o f J ba TM (3 ) K SC R EPA N C IEsrCONFLICTS SBUERVPEYUBALNICD RINESCPOERCDTSIO^N OF r a E^Ppa8ETM" ISEf SK WO^ULfDTM DI9S"CL8OASE" DANADNVWPHAICCHTSAR1,E1,1N0O8TASH"OWRNREBCYT -, CAMC-Greco-000710 - 109 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE N 72 POINT; DEGREES 0 7 ' E IB7.8 FEET, MOREOR L E SS, ALONG A STONE WALL TO A THENCE CORNER N 48 DEGREES IN THE STONE 48' E WALL; 3 3 6 .8 FEET, MOREOR LE SS, ALONG A STONE WALL TO A THENCE POINT; N 66 DEGREES 05 ' W 317.8 FEET, MOREOR L E SS, ALONG A STONE WALL TO A THENCE FENCE, N 17 DEGREES 07 ' E AND STONE WALL AND 1 2 8 0 .7 FEET, MORE OR LESS ALONG IN A STRAIGHT LINE TO A POINT; A STONE WALL, WIRE THENCE S 81 DEGREES FENCE TO A BOUNDARY M2 3A'RKEER3A9N9D.9 POFIENETT,OFMOBREEGIONRNILNEGS.S, ALONG A STONE WALL AND WIRE MEANING HEREBY TO CONVEY 3 9 .8 ACRES BE THE SAME MORE OR LESS. PARCEL D: STARTING AT A POINT IN THE EASTERLY LIMITS OF VERMONT ROUTE 106 WHICH POINT IS 2VERMONTMT ROUTE 21 02 62 ,6 *F1ROFMEET*H' E STONOERWLAELLSSM, ASROKUINTGHETRHLYE ABLOOUNNGDATRHYEOEFAPSTREORPLEYRTYS SNOJWs OR FOMERLY OWNED BY COOKE AND PROPERTY OF THE GRANTOR HEREInV PR0PERTY N0W 0R THENCE N 88 DEGREES 4 7 ' E 6 7 1 .4 FEET, MORE OR LE SS, TO AN IRON PIN; ^ A S0UTHEASTERLY DIRECTION ALONG THE WESTERLY SIDE OF A PRIVATE DRIVE SIRON PPIINN (SAID LTMINE I S APPROXIRM"ATDEI8LGY P3A3 RFMESE- T1F0R8O0M- 1THE CEN*T"ER>L*IN0 E O"eFTMSAlIDo PTRIVATE M O R E ^ R ^ E S sf2 TIE LINE ^ THE LAST C0URSE IS S 15 DEGREES 1 5 ' E 1 0 7 4 .5 FEET, raENCE S 48 DEGREES 4 6 ' W 5 9 8 .6 FEET, MORE OR LESS TO AN IRON PIN SET IN A STONE PIlNNN^SE/TTMIN 6TTMHE! f REAESETSER0L3Y' "LIM7 5IT5 S FOEFETV' ERMM ROENT RROLUTEESS1' 0A6 L; 0NG A ST0NE WALL TO AN IRON SUBJECT TO: - i R"GHTS: f ' f Y' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY RIlGGHH'PT<S!<=;i0F-CWt ARYEC, 0NRODTS SHO(W2 N BYEATSEHME EPNUTBSL' ICRRIGECHOTRS-DOSF; -WANADY, (3 1ORDCISLCARIMEPSAONFCIEEASSECMOENNSTTSTAPN'SD BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS'WHICH A CORRECT S " " I0N F THE PREMISES W0LD DISCL0SE AND stZ U - 110 - CAMC-Greco-000711 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE ALONG THE EASTERLY LIMITS OF VERMONT ROUTE 106 FOLLOWING A POINT OF CURVATURE TO THE LEFT; SAID CURVE HAVING A DELTA ANGLE OF 33 DEGREES- 45 * 30" A RADIUS OF 1 4 6 6 .7 FEET AND A CURVE LENGTH OF 8 6 4 .2 FEET, MORE OR LESS; THENCE N 03 DEGREES 1 0 ' W 2 8 3 .5 FEET, MORE OR LESS, ALONG THE EASTERLY LIMITS OF VERMONT ROUTE 106 TO AN IRON PIN AND POINT OF BEGINNING. MEANING HEREBY TO CONVEY 25 ACRES, BE THE SAME MORE OR LESS. PARCEL E; STARTING AT A POINT IN THE EASTERLY LIMITS OF VERMONT ROUTE 106 WHICff POINT IS ALSO THE COMMON BOUNDARY WITH PROPERTY NOW OR FORMERLY OWNED BY CADY; VTEHREMNCOENTNRO1U1TEDE1G0R6E,ESTEO 2A3 BFOEUENDTA, RMYORPEOIONRT; LESS, ALONG THE EASTERLY LIMITS OF THENCE S 73 DEGREES 2 0 ' E 5 2 .1 FEET, MORE OR LESS TO A BOUNDARY POINT; \ THENCE N 03 DEGREES 1 8 ' W 1 3 9 .9 FEET, MORE OR LESS TO A STONE WALL; /i TPHOEINNTCEINS A82STDOENCEREWEASL2L3; ' 30" E 7 2 8 .3 FEET, MORE OR LESS, ALONG A STONEWALL TO A THENCE S 19 DEGREES 1 6 1 W 1 6 2 .3 FEET, MORE OR LESS, TO AN IRON P IN ; THENCE S 67 DEGREES 1 4 ' E 7 3 5 .3 FEET, MORE OR LESS, TO AN IRON P IN ; THENCE S 23 DEGREES 5 1 ' W 3 3 4 .1 FEET, MORE OR LESS TO A STONE WALL; THENCE IN A WESTERLY DIRECTION ALONG A STONE WALL TO ITS POINT OF INTERSECTION W2 4IT7H.6 ANFOETEHTE, RMSOTROENOERWLAELLSS()T; HE TIE LINE FOR THE LAST COURSE I S N 67 DEGREES 3 4 ' W SSTOO-CNAELWL"EADL6)L;7, WDEIRGEREFEESNC4E3 ' ANWD1 S0TO3NE5 WFEAELLT, TOMOTRHEEOCRELNETSESRLIINNEAOSFTRAABIGRHOOTKLI(NMEILLALOBNRGOOAK, SUBJECT TO: LI EASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND GHTr-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES? CONFLICTS BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT StUhReVPEYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000712 - Ill - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FE E PROPERTY 201.9 FEET, MORE OR LESS); C0URSE IS N 12 DEGREES 0 8 ' W THENCE N 74 DEGREES 0 3 ' W 29 .6 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. MEANING HEREBY TO CONVEY 11.9 ACRES, BE THE SAME MORE OR LESS. " " 5 S i , ! : 4J < * AND WEST WINDSOR. WINDSOR COUNTY, VERMONT, BELONGING^ raRRIS D GALLOWHnR^ BY BRUNO ASSOCIATES. WOODSTOCK, VERMONT, SEPTEMBER, I8 6 0 . OALLOWHUR, EXCEPTING AND RESERVING: * WITHIN LAN AND PREMISES THE OWNERSHIP OF MINERALS AND THE XS^SSLp r r f s "= S = -- HEREIN IS RECOGNIZED. TALCOSE MINERALS FROM THE LOTS SOLD U % ? . iTM GE0R" G" L0BHOT " D " <=NBSIA *M C CO ., DATED 2` ^ : " j TM ~ s 2" TM EEN GE0RGE GA" aTM talc " aT ^ r ^ nTM S i r 30TH' " " " " 1 4 ` TM S G U s i Li r ^ s i B HIS C0"VEIM,CE 10 TM ^ N E S I A 5- e= "" -- SUBJECT TO: TOE PUBLIC RECORDS; ( 2 ) EASEMENTS R K otI o p " I f o RIGHTS-OF-WAY. NOT SHOWN BY ThT p TM t T rC0HD1TM N S SHOWN BY '0 8 C" IMS 0 P 1 BOUNDARY L ^ N E r SHOMAGE S f . H ? " S J f ? * " ' " D <3 > DISCREPANCIES^CONFLICTS TSUHREVPEUYBaL"IC RI ENCSORPDESc i l O n ^ H E TMM IISSEESS WOULD TDIS1"CL3OASE"DAND WFHAICCHTSARWEHINCOETASHCOOWRNREBCYT - L CAMC-Greco-000713 " 112 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a fee property 6' sSESPTESMBEeRr 1122T, W?1?98800T, ^ANDSWuSHAICiHLOAMGHROREEMMEDNTWHIA,SmSA0R"NMOINTEICREALOSF' AIGHRCE-EMENT" annrm. mn BE FILED IN THE READING AND WEST WINDSOR LAND RECORDS. , EXCEPTING AND RESERVING TO THE WITHIN GRANTOR htc mp-mt? iln , ,, AT THE GRANTOR' S HOUSE, FOR SO LONG AS IT IS USED FOR THAT PURPOSE^ THE FOLLOWING COVENANTS SHALL RUN WITH THE LAND: 1. GRANTEE, ITS SUCCESSORS AND ASSIGNS, AGREE THAT LOT D (25 ACRES 1 rIZIL LAN AN PREMISES SHALL BE SUBJECT TO THE COVENANT `THAT THE S 1" TM \ o TM " A B0W 0P TM EEE - THE WITHIN GRANTEE AGREES THAT DURING THE TIME OF ITS POSSESSION t t w t t r THE WITHIN GRANTEE GRANTS TO THE WITHIN GRANTOR a AGREEMENT BETWEEN THE PARTIES DATED SEPTEMsRFrR sn u iorqos ,, s,, ,, r s A*NF " rT mTM ^HIN GRANTEE a g reeS that IT SMHHAILCLHIMWMITE8D1IA8TELY *NOTIFiYS THEsWTIOT"HIN S . -- AT H1S LAST K1,0WN ADDRESS in WRITING OF ANT SUCH OFFER WHICH IT IHTENDS TO ACCEPT AND SHALL INDICATE ALL PERTINENT DETAILS OF SUCH ppnpncpn SALE OR DISPOSITION, INCLUDING AND NOT LIMITED TO THE^PRICE^Tn^RP^ppppTppp8 I m f S ? AND THE TERMS AND C0NDITI0NS THEREOF. IF , WITHIN NINETY (9 0 ) DATS AEf * TM E " " F SUCH N0TICE' * " WITHIN GRANTOR SHOULD ELECT T ^ E ^ I S E = s ^ s s s s = 5 - s = s s S s S m0F F1BST EEE" E" - THE WITHIN GRANTOH SHALL NOTIFY TTOWITOW WITHiN GRANTEE OR HIS NOMINEE, AND SIMULTANEOUS WITH THE DELIVERY OF SAID deed, the w it h in grantor sh all provide SUCH CONSIDERATMTM aTM S L ent Af SUBJECT TO: - ra s p" rT^ rRIGHTS- F- WAY' R E LIC T IO N S , COVENANTS AND CONDITIONS SHOWN BY S .TM S S T " " TM CAMC-Greco-000714 " " " * * - S " - 113 - Z " REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY RAECFCUESPA?LEDWHBITYHNIINTHTEHEirT?IML EwAiNTDH IINN SGTHREANMTOARNNPESRHEHDP^Pp t ^ 0ERXERTCHIESER HDTISSP0RSI_^rHrTiONF FIRST '^SO SHALL TERMINATE WITH REGARD TO THAT p L ^ I C u iA R ^ R O P o S n TM nrJr~SDUICSHPORSIIGTHIOTNS , ORTHIENTWEIRTEHSINTS GRANTEE th pppth SHALL B EEN^TISTLlEeDD T0 SELL ITT Sf PROORPER TTYHEROR FIDE OFFERS ACCEPTABLE TO THE WITHIN GRANTFf R SUBSEQUENT BONA PREVIOUSLY REJECTED BY THE m T H I ANY OFFERS HGERRANETINOARBOUVPOENPRTHOEVIDSAEMDE. TERMS AND ITIONS SHFOARLLACBCE EgPTi vAeNnCEtgORTHREEJEWCITTIHOINN AS 1 . MORTGAGE DEED TO SMALL BUSINESS ADMINISTRATION, RECORDED IN BOOK 39, pace 2 ' S S T l F S TM EPAGBE U 3 .S W E 0P VERMTM TM > TM PR O SES, 3` S H T " m i C E P T " TALC, RECORDED IN BOOK * S deC t seiecTM en " * . TALC M ILL, R E C O R ^ T bZ ^ ^ ^ U eTM CLUDING LA" D A" D RIGHTS TO A 6' RECORDED^IN^BOOK " ,TMAGEE" " page i 3l book ^ rP A G BLIC '1 , ^ " 35' MGE 3 ! B0 K 36 CORPORATIO^DATEO^SEECPTTEEMMBBEERr" 9 -*11994491TMO^F RTOECOCRDD,TRIN" THVEERMREOANDTINPGUBLLAICNDSREERCVOICREDS. SUBJECT TO: ) (1 ) EASEMENTS, RIGHTS-OF-WAY RESTRTCttimc? THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS' OF ^ C0NDITI0NS SHOWN BY RlGHTSOF-WAY, NOT SHOWN BY THE PUBLIC RECORD^' ^ ' , R CLAIMS 0F EAggMENTS AND 2 BUNDARY LINES, SHORTAGE OF AREA, ENCROACHmpm ^ ( 3 * DISCREPANCIE S, CONFLICTS SURVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISSEESS WwnOnUrLrD, HDBIESNCTLSOSAENDANADNYWFHAICCHTSARWEHICNHOTASHCOOWRNREBCYT CAMC-Greco-000715 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320190 02 GALLOWHUR, TERRIS OWNED SURFACE VERMONT WINDSOR LAND DESCRIPTION: VERMONT, DPEISECCREIBE DF ALASNFDOLINLOWRESA, DVINIZG:' 1N THE COUNTY OF WINDSOR', AND SSTTAATTEE OOPF GALLOWHURP0RBYTIT HNE FPOLTLHOEWLINAGNDINASNTDRUpMr eEMNTISSE: S CONVEYED OR DECREED TO TERRRRIISS D D* - = 1 ." ztssa u-ss=: -- - E r s ^ , r . r r n ; r r L - s s . TM - -- - - " " s ;; s r ^ r r i i . r '. s ; " s r s , " TM " ^ i S s S S S s S S S S S S ^(ORPHAN LAND) THENCE S 67 DEGREES 0 6 ' E 8 0 0 FEET, MORE OR LESS, TO AN IRON PIN ; SUBJECT TO: - THE PUBLIC RECORDS. CAMC-Greco-000716 WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 115 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE N 67 DEGREES 14* W 7 3 5 .3 FEET, MORE OR LESS, TO AN IRON P IN ; " TTOHETNHCEE PNO1IN9TDOEFGRBEEEGS IN16N*INGE. 8 1 0 FEET, MORE OR LESS, PARTIALLY ALONG A STONE WALL MEANING HEREBY TO CONVEY 1 4 .2 ACRES, BE THE SAME MORE OR LESS. FOR AID IN DESCRIPTION SEE SURVEY MAP ENTITLED "BOUNDARY SURVEY FOR WINDSOR 1 9 8 0 BY BRUINNOC .A, SSINOCRIAEATDEISN. G, SCWAINLDESO1"R C=O3U0N0T*Y., WINDSOR, VERMONT" DATED SEPTEMBER EXCEPTING AND RESERVING FROM THE ABOVE CONVEYANCE TO THE WITHIN GRANTOR, HIS HEIRS AND A SSIG NS, ANY AND ALL SUCH ROYALTY AGREEMENT RIGHTS AS ARE PRESENTLY IN EXISTENCE AND WHICH ARE MORE PARTICULARLY DESCRIRED IN AN AGREEMENT BETWEEN^ WINDSOR MINERALS, IN C . AND TERRIS GALLONHUR, DATED SEPTEMBER 1 2 , IP B oT T u T t HE OPERATIVE PORTIONS OF AGREEMENTS REFERENCED THEREIN. THE FOLLOWING COVENANTS RUNNING WITH THE LAND: 1 . THE WITHIN GRANTEE, ITS SUCCESSORS AND ASSIGNES AGREE THAT, IF AT ANY TIME DURING THE TERM OF AN AGREEMENT BETWEEN THE GRANTOR AND GRANTEE, DATED SEPTEMBER 1 2 , 1 9 8 0 AS EXTENDED, THE GRANTEE DESIRES TO SELL THE PROPERTY W2 IT2H" N?INETHYER(E9IN0 ) 0RDAAYNSYTOP0RMTATI0CNH TTHHEERTEEORFM, STHANEDGCROANNTDEIETIOWNILSLOPFRAONVYIDEBONTHAEFGIDREANTOR OFFER WHICH THE GRANTEE INTENDS TO ACCEPT. 2 * IWlInLLTMBU!IL! D! GNORASNTTREUECATUGRREESESOTNHTAHTEINPROTHPEERTTYIMECOONVFEYITEDS PHOERSSEEINSSWIOHNIC, HTHAREEGNROATNTEE RELATED TO THE GRANTEE'S MINING OCCUPANCY OF THE LAND. DESCRIPTIONVE DEEDS' REC0RDS THERE0F AND REFERENCES THEREIN FOR PARTICULARS OF SUBJECT TO: SThI p Pim fT r Rp pErCn0nRnDcS; i2 ) EASE' MERNETSST, R- IRCITGIH0NTSS-'OF-CWOAVEYN, ANOTRS ACNLDAIMCOS NODFITEIOANSESMSEHNOTWSNANBYD IN SBOSUNDAFR"YWALYI'"NNE0ST, SSHHO0WRTNAGBYE OTHFEApRUEBAL, ICENCRREOCAOCRHDMS;ENATNSDAN(3D) ANDYISCFARCETPSAWN CHIICEHS CAOCNOFRLRICECTTS ^ P U B L I C RECORDS1 0 " " TM E PREMISES W0UU> DISCLt>SE AND WBICB ARE NOT SBOWN BY CAMC-Greco-000717 - 116 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320191 HOWE, SHERMAN M. OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: AVERCMEROTNAT,INDPEISECCREIBEODF ALASNDFOLINLORWESA, DVINIGZ: IN THE COUNTY OF WINDSOR AND SSTTAATTEE OOFF BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO THE GRANTORS HEREIN JTAANUNARTY^ v1^6r, 1 9 7 9 0INF EBODOYKTHE40 HA0WTEPADGAETED302JANOUFARTYHE1R5 E, A1D9IN7G9 ALANDNDRERCEOCORDREDDS FOLLOWS-SAID LANDS AND PREMISES WERE M0RE PARTICULARLY DESCRIBED AS BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED BY THE GRANTEES HEREIN TO EDYTHE HOWE AND SHERMAN M. HOWE. SR. BY DEED^DATED^APRIL 28 19 61 AND RECORDED JUNE 1 3 , 1 9 61 IN BOOK 35 AT PACE 256 OF THE READINC' ^ ^ D RaI FOLLOW S:^1 0 ^ " " B0RE TM C B L M ,L Y BEING A PIECE OF LAND COMPRISING ABOUT 2 ACRES, BE THE SAME MORE OR OF HAMMOITNDSBVEIGLLINES" STMO-CTAHLELECDENTTOERTHOEF RTHESEIDHEIGNHCWEAYNOWLEAORDINFGORMFREORMLYTOHEF HVEILLLEANGE S PLIMPTON, FORMERLY OWNED BY WM. W. KEYES AND AT THE SOUTHWEST CORNER OFOFRMLAENRDLYNOOWWNOEDR FBOYRMSAERIDLYKOEWYNEESD; BY JAMES D . AND ELINOR STi uOClKkElR,r AALLSSOO ^TSTHfAExTEN^OoHRITSGHHUWOTAHFYEARLLETyRAITDAHINNEGGNULTEAOARSTWECOROOMLDYMSOT0NONCIKNS; ASIADIDHIGVHILWLAAYGEFOLTOLOWTHINEGCETNHTEERRHIGOHFFWTTAHHYEEON THENCE NORTHERLY A SHORT DISTANCE ON SAID STATE HIGHWAY TO A POINT OPPOSITE AN IRON PIN DRIVEN INTO THE GROUND ON THE WEST SIDE OF THE SAID SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF--WAY, RESTRICTIONS. COVENANTS AND CONDITIONS SHOWN BY CAMC-Greco-000718 - 117 - REDACTED DOCUMENT SCHEDULE S . 8 - l a FEE PROPERTY STATE HIGHWAY, (BEING ABOUT 22 RODS ON SAID STATE HIGHWAY); * TM T ,, o A f " T stS eIl " n 08 said stockers which is also THENCE SOUTHERLY AND WESTERLY ON SAID STOCKER'S WALL, TO THE POINT AND PLACE OF BEGINNING. LINE, BEING A STONE THE ABOVE DESCRIBED PIECE OF LAND IS THE SOUTHWEST CORNER OF THE FARM IIIMINERAL PRODTMUCETSS, AIIN CS.HEBRYMAITNS MD- EHED0WDEA' TESDR *OACNTDOBER 4 , 1H9O4W5 EANBYD RECOVREDREMDONINT ,BOOK 3 2 . PAGES 4 3 8 -4 3 9 OF THE HEADING LAND RECORDS TO^WUCH -SeS " d FURTHER PAARNTDICURLEACR0RSDOS FTHDEERSCERINIPCTOIONNT.AINED REFERENCE IS HEREBY BAD FOR REFERENCE IS ALSO MADE TO A CERTAIN SURVEY DRAWN BY BRUNO ASSOCIATES OF V F R M nw ^ n VERMONT ENTITLED "BOUNDARY SURVEY IN READING, WINDSOR COUNTY, ~ o 7 2Ei " reI; S T S V E ? JDHE15' 1582 A8D TMlca SUBJECT TO: (1 ) PRODUCTS ?NC IN W A ^ A N w ^ f 3 ^ BUILD1NGS TM V B D BY VERMONT MINERAL OCTOBER 4 , 1 9 4 5 AND RECORDED IN BTO0OKSHE3R2M, APNAGME* H4 03W8 E, OANFDREEADDITINHGML. ANHODWREECDAOTREDDS. (2 ) RIGHTS OF GEORGE GALLOWHUR IN AND TO THE PROPERTY PURSUANT TO AN AGREEMENT AUGUSTN3G, E?19S611 . GANOTO RETMCORfDDEDE. ASTERN " " A TALC >. DATED (3 ) RIGHT-OF-WAY CONVEYED TO CENTRAL VERMONT PUBLIC SERVICE CORPORATION p o w p r LINE, INCLUDING TRIMMING RIGHTS WITHIN 25 FEET OF EACH SIDE OF THE LINE Tn"ITM1TM216 TO 2 1 8 , READWINIGTHLINANDTENREFCEOERTDS. E ^ E` LINE, RECORDED IN BOOK 3 ^ PAGES (4) EASEMENT TO CENTRAL VERMONT PUBLIC SERVICE CORPORATION, INCLUDING TRIMMTNf* TTMHE LINE, RECORDED INSIDBOEOK 5 6 , PAGE 1TM6 1D, RE0ADBIUNGI LLADNIDNR^ECtTMORDS. F TM F SUBJECT TO: ^ R E S T 8 r a i S , COVENANTS AND C O N D m oN S .SHOWN BY S PUBLIC RECORDS1" 1 " TM E CAMC-Greco-000719 M SC " SE ~ 118 - * REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY ( 5 ) WARRANTY DEED OF EASEMENT TO STATE OF VERMONT FOR HIGHWAY PURPOSES RECORDED IN BOOK 3 6 , PAGES 202 TO 2 0 4 , READING LAND RECORDS. ' SUBJECT T O : ) Jm i f * SEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS ANn LINNE0ST' SSHH00WRTNAGBYE OTHFEAPRUEBAL, ICENCRREOCA0CRHDMS'ENATNSDAN<D3) ANDYISCFARCETPSA NWCHIICEHS ACOCNOFRLRICECTTS S pb TM records'0" F THE PREMISES W0ULD DISCL0SE AND WHICH are not shown 119 CAMC-Greco-000720 REDACTED DOCUMENT SCHEDULE S . f l - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FE E PROPERTY 320194 HOWE, GEORGE F. OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN VERMONT. PIECE OF LAND IN READING IN THE COUNTY OF WINDSOR AND STATE OF BEING ALL AND THE SAME LANDS AND PREMTQFQ r'nHirn>vrr>rv mm CLAIM DEED OF L . JOY E. HOWE DATED SEPt S bE R TM E GRANT0R HEREIN BY QUIT PAGE 2 3 1 OF THE READING LAND RECORI LAND^ 1 ! AN REC0RDED IN BOOK 40 AT AS ALL AND THE SAME LANDS AND PHEMISeT fOHMEHLY r ^ v m " ISES ALS0 DESCHIBED L. JOY E. HOWE, AS HUSBAND AND WIFE BY " NVEiED 10 GEOaG OWE AND SEPTEMBER 1 1 , 1 9 7 3 AND RECORDED IN BOOK " ^ " TM> RECORDS WHEREIN SAID LAND; Awn n o J ! tII PAGE 144 0F THE READING LAND FOLLOWS: AMD PREMISES ^ ORE PARTICULARLY DESCRIBED AS EE; "" TMDECEASED)ANDEDYTHEHM ^OWE B Y ^ U I^ C L A IM ^ P ^ ^ 0 T SHERMAN M* H0WE (NOW MARCH 2 7 ,1 9 3 9 AND RECORDED MAr L 2 7 , 1 9 39 I ^ B m ^ ? ^ ^ C ` GARDNER DATED = eH s s WESTERL^EXTENSIO^OF T sT O N E ^A LL^N D ^ I ^ I R eS ly TM BEING A - RECT NOW OCCUPIED BY SHERMAN HOWE ASSOCIATES, O N rE J : ^ J 6E0UTHKlLY F TM E OFFICE SUBJECT TO: . . (1 ) EASEMENTS, RIGHTS-OF-WAY, R E S T R IC T t o h c mm,TM THE PUBLIC RECORDS; (2 ) EASEMENTS AND CONDITIONS SHOWN BY Rig h ts- of- way, not shown by the p u b l ic records- " S d ' r c l a im s of easements and IN BOUNDARY LINES, SHORTAGE OF AREA, L cROACHmn c REPAN IE S ' C0NFLICTS TSHUERVPEYUBALNICD RINESCPOERCDTSI.ON OF THE DPREEMMISISEESS WWOOUULLDD DDITSCcrLfOnScEp0ANADNYWFHAICCHTSARWEHICNHOTASHCOOWRNREBCYT - 120 - CAMC-Greco-000721 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY THENCE PROCEEDING IN A NORTHERLY DIRECTION ALONG THE MIDDLE OF SAID' BROOK 330 j FEET, MORE OR LESS, TO THE NORTHERLY SIDE OF A BRIDGE; THENCE PROCEEDING IN A NORTHERLY DIRECTION ALONG THE EASTERLY EDGE OF THE RIGHT OF WAY OF ROUTE #106 630 FEET, MORE OR LESS, TO A POINT; THENCE PROCEEDING NORTH 81 DEGREES EAST 610 FEET, MORE OR LESS, IN AN EASTERLY DIRECTION PARTIALLY ALONG A STONE WALL TO A JUNCTION OF THE STONE WALLS* THENCE PROCEEDING SOUTH 8 DEGREES WEST APPROXIMATELY, A DISTANCE OF 653 FEET, MORE OR LESS, ALONG A STONE WALL TO A SECOND JUNCTION OF STONE WALL'S; THENCE PROCEEDING SOUTH 85 DEGREES WEST, APPROXIMATELY, A DISTANCE OF 730 FEET FEET, MORE OR LESS ALONG A STONE WALL TO THE POINT AND PLACE OF BEGINNING. SAID PARCEL TO CONTAIN 12.3 ACRES, MORE OR LESS. REFERENCE IS MADE TO A CERTAIN SURVEY DRAWING OF SAID PROPERTY MADE BY GEORGE F. HOWE AND DATED AUGUST 3, 1973. THIS CONVEYANCE IS SUBJECT TO CERTAIN MINERAL RIGHTS GRANTED TO THE VERMONT MINERAL PRODUCTS, INC. BY SHERMAN M. HOWE AND EDYTHE M. HOWE BY VIRTUE OF A CERTAIN WARRANTY DEED DATED OCTOBER 3, 1945 AND RECORDED OCTOBER 5, 1945 IN BOOK 32 AT PAGES 436 AND 437 OF THE READING LAND RECORDS. IT IS FURTHER AGREED AND UNDERSTOOD BY AND BETWEEN THE GRANTOR AND THE GRANTEES THAT ANY MONEYS OR BENEFITS DERIVED FROM SAID MINERAL RIGHTS ARE TO ACCRUE TO AND BE PAID OVER BY THE GRANTEES UNTO THE GRANTOR DURING THE GRANTOR'S LIFETIM E. SUBJECT TO: (1 ) RIGHTS OF GEORGE GALLOWHUR IN AND TO THE PROPERTY PURSUANT TO AtP AGREEMENT BETWEEN GEORGE GALLOWHUR AND EASTERN MAGNESIA TALC CO., INC. DATED AUGUST 3, 1961 AND NOT OF RECORD IN READING. {2 ) MINERAL RIGHTS AND RIGHTS-OF-WAY APPURTENANT THERETO CONVEYED TO VERMONT MINERAL PRODUCTS, INC. BY WARRANTY DEED OF SHERMAN M. HOWE AND EDITH M HOWE DATED OCTOBER 3, 194 5 AND RECORDED IN BOOK 32, PAGE 436, OF READING LAND RECORDS. SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, . RIGHTS-OF-WAY, . OR CLAIMS OF EASEMENTS AND RIGHTS-*OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND'(3 ) DISCREPANCIES?^ CONFLICTS IN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. -i ' CAMC-Greco-000722 121 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY (3 ) WARRANTY DEED OF EDYTHE M HOWE to IN BOOK 4 0 , PAGE 1 8 2 , REFERS TO A A E JUNE 2 ' 1 9 7 * ' 0 F RECORD ***S E C ^ o f A A Y TR L E fL 0 S ^ E REVEAL ^ RIGHT~ 0F - ^ A ^ S r S OR (4 ) WLAANRDRACNTOYNVDEEYEEDD DBYATESHDERSMEPATNEMABNEDRED30YTHEi o HOWE TO `lrHHEF STATE 0nFu V,mER,,M,, nONT BY (5) READING LAND RECORDS FOR HIGHWAY'PURPOSES ^ 3 6 ' PAGE 1 9 ? ' EASEMENTS GRANTED TO NEW ENGLAND TELEPHONE AND T E L F O R D o n o v (6 ) n E S i S 5^ 1^ " - - (7) S " " ~ L H ~ == s. = S !S rH X s5 s" ' SUBJECT TO: ^ C0VENANTS AND CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN B ^ ^ I C R E C O R ^ f - T R CLAIMS F EA^ N T S AND lN BOUNDARY L IN E S, SHORTAGE OF AREA ENCROACHmTM ^ <3> DISCREPANCIES CONFLICTS TSUhReVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PR EM ISS W O r i rDf ^ISnCLOS^E AN^D WFHAICCHTSARraEiCNHOTASHCOOWRNREBCYT CAMC-Greco-000723 - 122 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320195 JE SA N IS, DOUGLAS R. OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN CHESTER IN THE COUNTY OF WINDSOR AND STATS OF VERMONT, DESCRIBED AS FOLLOWS, V IZ : _ BEING ALL AND THE SAME LAND AND PREMISES CONVEYED TO THE GRANTORS HEREIN DOUGLAS R . JESANIS AND GIL F . VERRILLO, AS JOINT TENANTS WITH RIGHT OF ' SURVIVORSHIP AND NOT AS TENANTS IN COMMON, BY J . RICHARD MALEY AND WINIFRED R MALEY, HUSBAND AND WIFE, AND DONALD M. BACON AND IRENE S . BACON, HUSBAND AND * WIFE, BY WARRANTY DEED DATED MAY 1 9 6 6 AND RECORDED IN BOOK 4 1 , PAGE 6 0 4 OF THE CHESTER LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: BEING ALL AND THE SAME PREMISES CONVEYED TO THE WITHIN GRANTORS BY WILLIAM M ORCUTT MARJORIE A . ORCUTT, HUSBAND AMD W IFE, AMD JANET D.ALEXANDER^AHD^jEAN M ALEXANDER EX DEED DATED FEBRUARY U . 1 9 65 AMD RECORDElTlN b S kT ^ ag " 9 ^ OF THE CHESTER LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: PARCEL NO. 1: BEING ALL AND THE SAME PREMISES CONVEYED TO THE WITHIN GRANTORS BY CRAIG REID RBYECDOEREDDS, DAANTDEDINMASRACHID 1D9E, ED1 9D6E4S, CRREIBCEODRDAEDS FIMOLLBOOOWKS- 4 1 , PAGE 33 OF TH^ CCHHEESSTTEERR LSANmDD SUBJECT TO: ImxZnlVThI p n f f ^ NTS' RIGHTS- F- WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY T 0 * 0 3 ' f2 ) EASEMENTS' RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND J N0 T SH0WN BY THE PUBLIC-RECORDS; AND (3 ) D ISC R EPA N C IES CONFLICTS SURur DARY LIN E S' SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT S PUBLI? RECORD^10" 0F THE PREMISES W0ULD DISCL0SE ANDWHICH ARE" L CAMC-Greco-000724 - 123 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY BEGINNING AT THE SOUTHWEST CORNER OF THE PARCEL ABOVE CONVEYED; THENCE SOUTHERLY 25 RODS ALONG A LINE, WHICH IS WESTERLY BOUNDARY OF THE PARCEL ABOVE CONVEYED, MARKED BY A LARGEMARKED MAPLE AND AN OLD MARKED A PROLONGATION TO A POINT FOR ASH TREE; OF THE A CORNER co x r TMe -- BTTOHHUEENNDCPAAERRYCNEOOLRFTAHTBEHOREVLYEPAACRLOOCNNEVGLEYAETDBHOEAVCTEOACUORPNSOVEEINYOTEFDWSAHIEDREBRSOAOIDK 25 RODS TO THE SOUTH BROOK INTERSECTS THE SLOINUTEHOF THENCE WESTERLY ALONG THE SOUTH RODS TO THE PLACE OF BEGINNING. BOUNDARY OF THE PARCEL ABOVE CONVEYED 29.2 PARCEL NO. 2 : < 1 , TM * 34 OS THE CHESTER ESSE RECORHS. ' 2 g s s , " A STA,iE THENCE NORTH 74 DEGREES WEST 1 2 8 .2 RODS TO THE LUDLOW AND CHESTER TOWN LINE; THENCE NORTH 16 DEGREES EAST 7 3 . 6 RODS ALONG THE COURSE OF A STONE WALL; CPAORRCNEERL HEREIN CONVEYED; " AN BEING TM E NORRTHNEEAASRT CNOORRNETRHOWF ETSHTE 5 5 TM T TM 6Th" eT bhcTM iTM e WESTERt "" 0F THE TM SUBJECT TO: pB L ?rR E C O R D S?HT( ^ r ' S s M E S T fRIR TN S' C VENANTS AND CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT' SHOWN BY THE-PUBLTCRn F r n f~ P~WAY' R CLAIMS 0 F EASEMENTS AND IN BOUNDARY LINES SHORTAGE ^ ^ AN (3 ) D ISC R E PA N C IE S CONFLICTS TSUHREVPEYUBALINC^ IRNESCPOER^DSIO. N OF S e^PRE IS^E S WOUILD DSISCLOS^E AND SWHICH ^ARE NOTASHCOW* NREBCYT l. . L CAMC-Greco-000725 - 124 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY FURTHER INCLUDING ANOTHER PARCEL OF LAND CONVEYED TO THE WITHIN GRANTORS BY WILLIAM M. ORCUTT BY DEED DATED FEBRUARY 9 , 1 9 6 5 AND RECORDED IN B O O ^ f * 298 OF THE CHESTER LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: * BEING ALL AND THE SAME PREMISES CONVEYED TO THE WITHIN GRANTOR BY RUBY m ORCUTT, BY DEED DATED OCTOBER 2 0 , 1 9 6 4 , R E C O R D E D I P A G E 238 OF*THE CHESTER LAND RECORDS, AND IN SAID DEED DESCRIBED AS FOLLOWS: BEING A PORTION OF THE SAME PREMISES THAT I , RUBY M. ORCUTT, PURCHASED FROM SST^ILELT ILN^ MNYAN^AMEE, TI . Ef . ,(BTTMHAT4P ARPATGOEF2T?H3 )E CLA0NNDSISLTYIINNGG 0NFORTAHLLOTMF ETHEPERHRIGYHWLAANYD KSANOIDWNHAIGSHWSMAYOKDEESSHCIRREIBERDOAADSAFNODLLINOCWLSU: DING A SMALL PIECE OF LAND LYING SOUTH 0OFF BOUNDED EASTERLY BY LAND OF HAMBURGER FROM SMOKESHIRE ROAD TO THE SOUTH BANK OF THE NORTH BRANCH OF THE WILLIAMS RIVER; RTHIVEENRCEATDURISNTIANNGCEANODFRSUENVNEINNGTYW-FEISVTEERL(7Y5 ALFOTN) GTOTHAE CSOOURTNHERB; ANK OF THE WWIILLLLIIAAMMSS SMOKESHIRE^ROAD^0 N RTH ACR0SS SAID RIVER T 0 TM E SOUTH SIDE OF IN THE AFORESAID DEED THE WITHIN GRANTED PREMISES WERE DESCRIBED AS CONTAINING ABOOT I S ACRES, EE THE SAME MORE OR TH ^G^TO R L iE IN CONVEYS SAID PARCEL AS CONTAINING 30 ACRES OP LAND, BE THE SAME MORE OR SUBJECT TO: (1 ) EASEMENT TO VERMONT ELECTRIC POWER COMPANY, I N C ., DATED MARCH 5 T 9 7 6 BEING THAT PORTION OF LANDS OF WINDSOR MINERALS IN C . AS SHOWN ON PRINT ENTITLED, "PROPOSED RIGHT-OF-WAY ACROSS LANDS OF WINDSOR MINERALS, INC IN THE TOWN OF CHESTER, VERMONT" DATED 0 3 /0 1 / 1 9 7 6 , A PRINT OF WHICH IS ON FILE AT BOTH THE GRANTEE'S OFFICE IN RUTLAND, VERMONT AND THE GRANTOR'S OFFICE IN WINDSOR, VERMONT. NO RECORDING INFORMATION. SUBJECT TO: . . ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY M E PUBLIC RECORDS, ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS^ANn RIGHTS-OF-WAY,-WOT SHOWN BY THE PUBLIC RECORDS, AND ( 3 ) DISCREPANCIESt S l i TM s , m TM f DAR L 1N E S' SH0RTAGE 0F " a . encroachm ents AND ANY FACTS WHICH A corrS t 5 T E 5 ? S E E " " 0F THE PREMISES w ouu> D1SC" SE " * * not showT by Mk-- CAMC-Greco-000726 - 125 - REDACTED DOCUMENT SCHEDULE 5 - 8 - l a FEE PROPERTY 3 0 , PAGE 591 OF CHESTER LAND RECORDS. . THERE IS ALSO CONVEYED TO THE HEREIN GRANTEE, ITS SUCCESSORS AND A SSIG NS, THE RIGHT TO USE IN COMMON WITH THE HEREIN GRANTORS, THEIR HEIRS AND ASSIGNS, RIGHTS OF WAY AS SET FORTH IN TWO DEEDS FROM EDWARD A . PLUMLEY AND WINFIELD D . SARGENT TO LESTER E. GILCHRIS OF THE HOLDEN FARM (SEE DSKEESTCCRHIB)EDDAATESDFO1L9L4O5 W, SR: ECORDED IN VOL. 3 4 , OF CHESTER LAND RECORDS, AND THE SAID PREMISES ARE DEEDED SUBJECT TO OUTSTANDING RIGHTS OF WAY FROM THE PROPERTIES LYING NORTH OF THE SAME, AND SAID RIGHTS OF WAY ARE TO BE OKNEPTTHEOPPENREAMNIDSENSO. T FILLED WITH TOPS AND DEBRIS FROM CUTTINGS TO BE MADE SUBJECT TO: ( 1 ) NOTICE OF AGRICULTURAL AND FOREST LAND USE VALUE APPRAISAL DATED AUGUST 2 7 , 1986 AND RECORDED IN BOOK 6 7 , PAGE 3 7 , OF CHESTER LAND RECORDS. ( 2 ) EASEMENT FOR THE PURPOSE OF ELECTRICITY LINES GRANTED TO VERMONT ELECTRIC POWER COMPANY, IN C . BY EASEMENT DEED OF WINDSOR MINERALS, IN C . DATED MARCH 5 , 1 9 7 6 AND RECORDED IN BOOK 5 2 , PAGE 4 7 2 , OF CHESTER LAND RECORDS. ( 3 ) RIGHTS-OF-WAY FOR THE PURPOSE OF ACCESS RESERVED IN WARRANTY DEED OF WINIFRED D . SARGENT TO LESTER E. GILCRIS DATED NOVEMBER 5 , 1 9 4 5 AND RECORDED IN BOOK 3 4 , PAGE 3 7 2 , OF CHESTER LAND RECORDS. SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY E PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT-SHOWN-BY THE PUBLIC'RECORDS; AND (3 ) DISCREPANCIES? CONFLICTS IN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY L' CAMC-Greco-000727 - 127 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NK2: COUNTY NAME: 320197 CANTOR, DONALD J . OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: CERTAIN PIECES OF LAND IN LUDLOW IN THE COUNTY OF WINDSOR AND STATE OF VERMONT DESCRIBED AS FOLLOWS, V IZ : -' PARCEL NO. 1 BEING ALL AND THE SAME LANDS AND PREMISES AS WERE CONVEYED TO DONALD J . CANTOR TRUSTEE BY VERMONT INVESTMENT CORPORATION BY DEED DATED SEPTEMBER 15, 1969, RECORDED IN BOOK 56, PAGES 573-4 OF THE LUDLOW LAND RECORDS, AND IN SAID DEED ,j\ DESCRIBED AS FOLLOWS: BEING ALL AND THE SAME LANDS AND PREMISES, EXCEPT AS HEREINAFTER STATED, THAT WERE CONVEYED TO VERMONT INVESTMENT CORPORATION BY HAROLD L . BEECROFT BY DEED DATED MARCH 31, 1964, RECORDED IN BOOK 51, PAGES 445-6 OF THE LUDLOW LAND RECORDS, AND IN SAID DEED DESCRIBED AS FOLLOWS: BEING ALL AND THE SAME LANDS AND PREMISES AS WERE CONVEYED TO ELLEN KOTI BY WALLACE C. SCHINOSKI BY DEED DATED JULY 10TH, 1959 AND RECORDED IN BOOK 48, PAGE 540 OF THE LUDLOW LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: ALL AND THE SAME THREE PARCELS OF LAND CONVEYED TO WALLACE C. SCHINOSKI BY JOHN KOTI AND ELLEN KOTI BY DEED DATED JULY 10, 1959, TO BE RECORDED IN LUDLOW LAND RECORDS, AND IN SAID DEED DESCRIBED AS FOLLOWS: SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY i RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND jf IGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC" RECORDS; "AND (3 ) DISCREPANCIES CONFLICTS IN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. - 128 - CAMC-Greco-000728 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a fee property PARCEL NO. 1 ALL AND THE SAME LAND AND PREMISES CONVEYED TO JOHN KOTI AND ELLEN KOTI BY KUSTAA SALO AND SALLY SALO, HUSBAND AND W IFE, BY DEED DATED DECEMBER 2 7 , 1 9 3 5 AND RECORDED IN VOL. 3 9 , PAGE 229 OF LUDLOW LAND RECORDS, BEING THE SALO HOME FARM AND COMPISING 170 ACRES OF LAND MORE OR LESS PARCEL NO. 2 W00DLAKD CONTAINING 10 ACRES OF LAND, BE THE SAME MORE OR LESS, AND BEING THE SAME LAND CONVEYED TO JOHN KOTI BY WILLIAM P . BIXBY- BY DEED n ^ ^ 0VEMBER 1 8 ' 19 42 AN REC0RI>2D IN VOL. 4 1 , PAGE 2 9 6 OF LUDEOW LAND RECORDS t PARCEL NO. 3 TM TM W 0DLAND CONTAINING 1 5 - 1 /2 ACRES MORE OR LESS AS WAS CONVEYED SEPTEMBER T2 8I , BY1 9 5T6H0MANADS RDEECMOPRSDTEEDARIN0 VFROALN. C4E7S , NP.AGEE. D4 4E6MPOSFIELUBDYLODWEELDANDDATREDECORDS p ^ G' ooOWEVER' FR M THIS LAST DESCRIBED PARCEL, A CAMP SIT E , 75 FEET I y Dn AATTEVDT^JtUhLt Yv C Q9 N, Vf1 9q5ED9 , T A NTDH0RMECAOSRJD0EHDNSINT0NLUDBLYOWJOHLNANDKORTEI CAONRDDSE. LLEN KOTI BY DEED Mi SO>REf RPf ANRCTEICIUSLAHRADDTE0SCTRHIEPTAIOFONR. ESAID DEEDS AND THE LAND RECORDS OF LUDLOW FOR A REFERENCE IS HEREBY HAD COMPLETE DESCRIPTION OF TO THE AFORESAID SAID PREMISES. DEEDS AND RECORDS FOR A MORE f f ES D^So EXCEPTED FR M SAID C0NVEYANCE ALL AND THE SAME LANDS ANB- PREMISES EYE T H` BUD BEECR0FT BY VERMONT INVESTMENT CORPORATION BY f f f PaJ e f l 6 f LY 2 4 ' AN REC RDED IN BOOK 56 0F THE LUDLOW LAND RECORDS. REFERENCE IS DESCRIPTION. HEREBY HAD TO THE AFORESAID DEEDS AND RECORDS FOR FURTHER SUBJECT TO: STM . ^T I ' COVENANTS AND CONDYTIONS SHOWN BY ; ( ) EASSMENTS' RIGHTS-OF-WAY, OR CLAIMS OF C E M E N T S AND JSTnmiJSI!NDARY LINES' SH0WN BY THE' PUBLIC S C O P E S ; AND- ( 3 ) DISCREPANCIES SH0RTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH CONFLICTS A CORRECT THE PUBLIC RECO RD^TM ^ ^ PREMISES W ULD DISCL0SE ANE WHICH ARE NOT SHOWN BY - 129 - CAMC-Greco-000729 REDACTED DOCUMENT PARCEL NO. 2 SCHEDULE 5 . 8 - l a FEE PROPERTY . ._ TRUSTEE BY THOMTHAES CSAAMRREOLLALNJDOSHNANSODNPBRYEMDIESEEDS aDAs TWEDERNEOCVEOMNVBEERYED2 7T, O1 D9 7O0NALRDECJO. RDCAEDNTOtiR/ FOLLOWS: ^ 336 ^ THE LUDL W ^ REC0RDS' AND IN SAID DEED DESCRIBED AS BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO THE SAID THOMAS CARROT T RECORDED IN V" OITL-. CL5 A6 I,MPADGEEED343 O" F TMLUCDELOWC. LASCNDHINROECSOKRI DDSAATNEDD B EING ALL ANDTTHE SAME LAND AND PREMISES DEEDED TO THE SAID WALLACE C . SCHINOSKI BY THOMAS tZJOHNSON BY DEED RECORDED IN LUDLOW LAND RECORDS AND BEING A L L M ^ L e LAND AND PREMISES DEEDED TO THE SAID THOMAS JOHNSON BY JOHN KOTI^AND^ELLEN HOTI BY WARRANTY DEED DATED JULY 9 , 1959 RECORDED IN BOOK 4 8 7 p L e 582 ^ LUDLOW LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: A PORTION OF THE LAND CONVEYED TO JOHN KOTI BY THOMAS DEMPSIE AND FRANCES LPAGE7 4i4f6 !OSF1ELUDBLYOWDELEADNDDARTEEDCOSREDPST.EMBSAERID2P8A, RC1E9L56 OAFNLDANRDECOHREDREEDININCOVNOVLEYED47 IS BOUNDED ON THE EAST BY THE EAST HILL ROAD, SO-CALLED, ON^THE SOUTHLAND^WEST BY REMAINING LAND OF THE HEREIN GRANTORS AND ON THE NORTH BY LAND OF SMITH. SAID PARCEL BEGINS AT THE NORTHEAST CORNER OF LAND CONVEYED BY THE A FO R E R A T n DEMPSIE'S TO JOHN KOTI, ON THE WESTERLY EDGE OF THE AFORESAID^EAST ^ L L THENCE WESTERLY ALONG TO A CORNER, MARKED; THE SOUTH LINE OF LAND OF SMITH A DISTANCE OF 150 FEET THENCE SOUTHERLY IN A STRAIGHT LINE 75 FEET to A CORNER. MARKED; thence easterly in a straight lin e and parallel to the bound f ir st given a 1 5 0 FEET T 0 * C0R" ER TM TBE " S 'TM " ' e " =E o f t h e AFORESAID EAST THENCE NORTHERLY ALONG THE WESTERLY EDGE OF THE SAID EAST HILL ROAn A DISTANCE OF 75 FEET TO THE PLACE OF BEGINNING. SUBJECT TO: CONDITIONS SHOWN BY S FOBTM ? recdrTM L' CAMC-Greco-000730 0F THE PEEMISES " " LD DISCL0s e * " " " < * - 130 - " t sS REDACTED DOCUMENT S C H E D U L E 5 . 8 --l a FEE PROPERTY LRUEDFELOREWN. CE IS HAD TO THE AFORESAID DEED AND THE LAND RECORDS OF THE - -TOWN OF SUBJECT TO: (1 ) NOTICE OF AGRICULTURAL AND FOREST LAND USE VALUE APPRAISAL DATED AUGUST 2 7 , 1986 AND RECORDED IN BOOK 1 0 8 , PAGE 3 4 5 , OF LUDLOW LAND RECORDS. ( 2 ) EASEMENT FOR THE PURPOSE OF TELEPHONE LINES GRANTED TO NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY BY EASEMENT DEED OF WINDSOR MINBRALS, IN C . RDAECTEODRDASU. GUST 5 , 1 9 8 0 AND RECORDED IN BOOK 7 5 , PAGE 2 6 1 , OF LUDLOW LAND * (3 ) EASEMENTS FOR THE PURPOSE OF UTILITY LINES GRANTED TO PLYMOUTH ELECTRIC LIGHT COMPANY BY EASEMENT DEED OF WILLIAM P . BIXBY DATED MAY 2 9 , 1 9 4 0 AND RECORDED IN BOOK 4 0 , PAGE 5 0 1 , OF LUDLOW LAND RECORDS. (4 ) EASEMENTS FOR THE PURPOSE OF TELEPHONE LINES GRANTED TO LUDLOW TELEPHONE BY EASEMENT DEED OF FRANK H. MOORE AND CORA H. MOORE DATED SEPTEMBER, 1 9 3 0 AND RECORDED OCTOBER 1 1 , 1 9 3 0 IN BOOK 3 7 , PAGE 5 0 1 , OF LUDLOW LAND RECORDS. (5 ) RESERVATION AS TO WHETSTONE LEDGES AND RIGHTS-OF-WAY IN CONNECTION THEREWITH RESERVED BY MARTIN H. GODDARD, ADMIN. OF ESTATE OF JOHN W. PPAARGKEH5U2R5ST, OINF ALUDDMLOINWISTLARNADTORRE'CS ODREDESD. TO CHARLES H. RAY RECORDED IN BOOK 2 3 , SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY HE PUBLIC RECORDS ; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF BASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN'BY THE'PUBLIC RECORDS; 'AND (3 ) DISCREPANCIES? CONFLICTS BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT "SHUREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 131 CAMC-Greco-000731 REDACTED DOCUMENT SCHEDULE 5 . 8 - la FE E PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320198 WORTH, EARL O. ET AL OWNED SURFACE AND MINERAL VERMON'i WINDSOR LAND DESCRIPTION: VAERCMEROTNATI,NDPEISECCREIBEODF ALASNDFOLINLOLWUSD,LOVWIZ:IN THE COUNTY OF WINDSOR AND STATE OF ALL AND THE SAME LANDS AND PREMISES CONVEYED TO THE SAID EARL 0 . WORTH, DATED MIAT' W2 40R, T1H9' 6A9N, DRWECAOYRNDEED - IRWOVROTHL. FR5O6M, FCALACYESA2. 8L3O-2CK8 W4 OOODF LBUYDLWOAWRRLAANNTDY DEED RECORDS AND ALSO BEING ALL AND THE SAME LAND AND PREMISES DEEDED TO CLAY A. LOCKWOOD AND PRISCILLA PAYNE LOCKWOOD (DECEASED) BY ODA PAYNE AND IDA PAGE 2 0 7 OB*F LWUADRLROAWNTYLANDDEEDRECDOARTEDDS ASENPDTEIMNBESARID5 , DE1E9D5 1D, ERSCECROIBREDDEDASINFOBLOLOOKW4S5: , nOD^RERSCEc.IRxT2IHB~EECDRALOALNEFDDUABSOL, DUINRNDICEHTDH. EL0TTO'WBNE1ONFGLUADLLLOOWF, HTHOWE ERVEERALTHESETASATMEENOMWAYOBWENED BY US CROEFMEPRLEENTCEEDIESSCHRAIDPTTIOONT. HE LAND RECORDS OF THE TOWN OF LUDLOW FOR A MORE SUBJECT TO: ( 1 ) NOTICE OF AGRICULTURAL AND FOREST LAND USE VALUE APPRAISAL DATEE, AUGUST 27 1 9 8 6 AND RECORDED IN BOOK 1 0 8 , FACE 3 4 5 , OF. LUDDOW LAND RECORDSr (2 ) EASEMENT FOR THE PURPOSE OF TELEPHONE LINES GRANTED TO NEW ENGLAND nEi En HAn?rTc D.:TE'f o n APH C MPANY BY ^ S ^ E N T DEED OF WINDSOR MINERALS INC. K^bLnUoRrD.S GUST 5 ' 1 9 8 0 AND REC0RDED IN BOOK 7 5 , PAGE 2 6 1 , OF LUDLOW LAND SUBJECT TO: . n GHTf ; ? FT Y' RESTRICTI0NE' COVENANTS AND CONDITIONS SHOWN BY RRI?GrwHTMTS-OTMF-WRAEYC, 0NRODTS; SHO(W2 )N BYEATSHEME EPNUTBSL, ICRRIGEHCOTSR-DOSF;-WANADY, ( 3 O) RDCISLCARIMESPAONFCIEEASS'EMCOENNTFSLICANTDS BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT ThT p L l i ? RECORDS1 0 " ^ PREMISES ^ DISCL SE AND ARE N0T CAMC-Greco-000732 - 132 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY ( 3 ) EASEMENT FOR THE PURPOSE OF TELEPHONE LINES GRANTED TO NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY BY EASEMENT DEED OF LUCIEN STODDARD, STELLA WHITE, IDA S . PAYNE, A . ODA PAYNE AND CURTIS STODDARD DATED APRIL 2 4 , 1 9 1 3 AND RECORDED IN BOOK 3 2 , PAGE 2 7 7 , OF LUDLOW LAND RECORDS. SUBJECT TO:- - ( ! ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY \ THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF BASEMENTS AND J RIGHTS-OF-WAY," NO T`SHOWN BY THE PUBLIC RECORDS; AND < 3 ) ' DISCREPANCIES? CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. - 133 CAMC-Greco-000733 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320201 FLETCHER FARM, INC. OWNED SURFACE VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN THE TOWN OF LUDLOW IN THE COUNTY OF WINDSOR AND STATE OF VERMONT, DESCRIBED AS FOLLOWS, VIZ: - SAID LAND IS SITUATE SOUTHERLY OF BLACK RIVER IN SAID LUDLOW AND IS BOUNDED; ON THE NORTH BY THE RIGHT-OF-WAY GRANTED TO THE TELEPHONE COMPANY HAVING FACILITIES INSTALLED THEREON; ON THE SOUTH BY LANDS OF ONE SMITH; AND ON THE WEST BY LANDS OF OR FORMERLY OF BIXBY AND STODDARD AND THE GLIDDINGS LOT. SUBJECT TO AMENDMENT AS REQUIRED TO CONFORM THE METES AND BOUNDS OF SAID PARCEL TO FORMAL SURVEY, SAID PARCEL IS FURTHER DESCRIBED AS BEGINNING ON THE SOUTH MARGIN OF THE RIGHT-OF-WAY OF THE GREEN MOUNTAIN RAILROAD AT THE INTERSECTION THEREWITH OF THE WEST MARGIN OF RIGHT-OF-WAY HELD BY SAID TELEPHONE COMPANY; THENCE SOUTHERLY ALONG THE WESTERLY MARGIN OF SAID TELEPHONE COMPANY RIGHT-OFWAY APPROXIMATELY 2 2 4 0 FEET TO A POINT ON THE LUDLOW/CAVENDISH TOWN LINE; THENCE SOUTH ALONG THE LUDLOW TOWN LINE APPROXIMATELY 4 4 5 FEET TO A POINT; THENCE WESTERLY APPROXIMATELY 1600 FEET TO A POINT; THENCE NORTHERLY 9 4 5 FEET TO A POINT; - THENCE WESTERLY APPROXIMATELY 330 FEET TO A POINT; THENCE NORTHERLY APPROXIMATELY 1320 FEET TO A POINT; SUBJECT TO: ' (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY HE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS=KDF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES^ CONFLICTS lN BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 134 CAMC-Greco-000734 REDACTED DOCUMENT SCHEDULE 5 . 8 - la FE E PROPERTY THENCE WESTERLY APPROXIMATELY 360 FEET TO A POINT ON THE WEST SID E OF. THE PRESENT SMITHVILLE ROAD; - THENCE NORTHERLY APPROXIMATELY 4 0 0 FEET TO A POINT IN THE SOUTH MARGIN OF THE RIGHT-OF-WAY OF THE GREEN MOUNTAIN RAILROAD; THENCE EASTERLY ALONG THE RIGHT-OF-WAY OF THE GREEN MOUNTAIN RAILROAD TO THE POINT OF BEGINNING; COMPRISING 75 ACRES, MORE OR LESS. BEING ALL OF THE LAND OWNED BY FLETCHER FARM, INC. AS SUCH TRUSTEE LYING SOUTH OCOFMSPAANIDY RRIIGGHHTT--OOFF--WWAAYY. OF THE GREEN MOUNTAIN RAILROAD AND WEST OF SAID _TELEPHONE BEING A PART OF THE PREMISES CONVEYED TO FLETCHER FARM, IN C . IN TRUST BY WARRANTY DEED OF MARY FLETCHER CHARLTON AND FANNIE B . FLETCHER DATED DECEMBER 2 , 19 60 AND RECORDED IN BOOK 4 9 , PAGE 483 OF THE LAND RECORDS OF TOWN OF LUDLOW. TERXUCESTPETEIN:G AND RESERVING ONTO GRANTOR, ITS SUCCESSORS AND ASSIGNS AS SUCH (A ) A RIGHT OF WAY OF REASONABLE LOCATION ACROSS THE ABOVE DESCRIBED PARCEL FOR REASONABLE USE AND WITHOUT UNDUE INTERFERENCE TO THE OPERATIONS AND USES OF GRANTEE, TO CONTIGUOUS LANDS OF SAID GRANTOR THEREOF, SO LONG AS THE SAME SHALL BE HELD BY SAID GRANTOR, THE SAME TO TERMINATE ABSOLUTELY UPON TRANSFER OF SUCH CONTIGUOUS LANDS TO OTHERS. (B ) THE RIGHT OF SAID GRANTOR, IT S SUCCESSORS AND ASSIGNS, TO ENTER UPON SAID LANDS FOR A PERIOD OF TEN YEARS FROM THE DATE OF DELIVERY OF DEED THEREOF, AND AT THEIR CHARGE, COST AND RISK , TO CUT AND REMOVE IN HUSBANDLIKE MANNER FOR THEIR OWN BENEFIT AND ACCOUNT STANDING COMMERCIAL TIMBER TO SUCH EXTENT THAT SUCH REMOVAL SHALL NOT IN THE JUDGMENT AND DETERMINATION OF GRANTEE, ITS SUCCESSORS AND ASSIGNS, DIMINISH THE SCREENING OR AESTHETIC APPEARANCE OF IMPROVEMENTS WHICH SAID GRANTEE SHALL HAVE INSTALLED OR CONTEMPLATED INSTALLING UPON SAID PARCEL. SUCH LOGGING AND AUXILIARY OPERATIONS SHALL BE CONDUCTED BY GRANTOR, IT S SUCCESSORS AND ASSIGNS WITHOUT INTERFERENCE OR HAZARD TO THE OPERATIONS OF GRANTEE. SAID CONVEYANCE IS SUBJECT TO A RESTRICTION THAT THERE SHALL BE NO MINING OF ORES BY GRANTEE ON OR IN THE PREMISES WITHOUT THE WRITTEN APPROVAL OF GRANTOR, SUBJECT TO: \ EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY \ THE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY,. OR CLAIMS OF EASEMENTS AND * Ri GHTS^OF-WAY, NOT SHOWN- BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES^ CONFLICTS : IN BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT ' tSUhReVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY ii - 135 CAMC-Greco-000735 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY IT S SUCCESSORS AND ASSIGNS AS EVIDENCED BY A NEGOTIATED MINING LEASE PROVIDING FOR THE PAYMENT OP REASONABLE ROYALTIES TO GRANTOR AND FURTHER PROVIDING AGREEMENTS TTHERENHSING0VEXERISNT1A>KNCESUCBHETWEEN GROAPNETREEATAIONDNSO. THTEHRES LINANGTOUATGDE ISATNRDICJ Te RMS Of R S ^ E N E S r 1" " M " S " " EE " TM TM E TM TM 0 TF ^ R = r ^ i = ? r r L ^ L ^ . o V ^ ,,r i 9r 11 coort " SUBJECT TO: (1) LINES PAGE 1 iT2nO5D, SNEL^WUDUL?EON^WGFLALANRND*DTERTELERECMPOHRODNFSE. TWATENERDNMTTYIENLAYETEGEARDRASPEHFF0FRCEOCTMTHP:E"ANPYU, RRPOECSOERODFEDTEILNEPBHOOONKE SR ,2) op bb <3) " " DU>BBE w" (4 ) SWiAnRoRTAN_0TFY' WDEAYEDF, 0RRECTHOERDPEUDRIPN0SEBOO0FK A2 C6 C, EPSASGGERA1N7T0E, DLUTDOLOCWURTIS K. ES^TODDSDARD BY ^ " L o i o r L ^ S R ^ . ^ 03 " NES BI DEED' EEC0EDED IH B00K (6) ludlow E T L S S ! 0 T0 c`c- HINES BIDEED REC0EBED TM " 24' (7 ) TERMS AND CONDITIONS OF LAND USE PERMITS NO. 2 S 0 1 8 5 -5 DATED JUNE*15 TOflfl NO 2 S 0 1 8 5 -4 DATED JUNE 9 , 1 9 8 8 ; NO. 2 S 0 1 8 S -3 DATED JULY S * ^ 8 7 m ' lie*III'DREPCnOnR8D5E"D2 DINATEBODOKJUL1Y1 7 2, 1 P' AG1E9 8 65 ;9 0 ;ANBDOONK0 - 1 12 S7 ,0 1P2A6G-2E D5A8 T8E; DBNMOKVEM10B9ER 19 1 9 8 5 ^'RECORDS PAGE 1 7 5 AND B00K 9 5 ' PAGE 3 8 3 ' RESPECTIVELY, LUDLOW LAND ' SUBJECT TO: S c ' ,R F ; o p ^ GHTf ; ? t" p M ' RESTRICTI " S , COVENANTS AND CONDITIONS SHOWN BY SU,, ,,TM ', " 'Y LIN ES' SHORTAGE o f AREA, ENCROACEMENTS AND ANY FACTS WHICH A CORRECT TM IOB F TBE PREMISES BOnED DISCL0SE TM ICR ^ TM TM ^ Y , L CAMC-Greco-000736 - 136 - REDACTED DOCUMENT SCHEDULE 5 .8 -a a FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320203 CANTOR, DONALD J . OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN LUDLOW IN THE COUNTY OF WINDSOR AND STATE OF VERMONT, DESCRIBED AS FOLLOWS, V IZ : ~ BEING ALL AND THE SAME LANDS AND PREMISES AS WERE CONVEYED TO THE SAID GRANTOR BY DONALD E. LAGRO AND INA BELLE LAGRO BY WARRANTY DEED DATED OCTOBER 25, 1971, RECORDED IN BOOK 59, PAGES 337-8 OF THE LUDLOW LAND RECORDS, AND IN SAID DEED DESCRIBED AS FOLLOWS: ALL AND THE SAME LAND AND PREMISES CONVEYED TO THE SAID DONALD E. LAGRO AND INA BELLE LAGRO BY FRANCIS E. WILLIAMS AND ALICE P. WILLIAMS BY WARRANTY DEED DATED OCTOBER 18, 1951, RECORDED IN VOL. 45, PAGES 145-146 OF LUDLOW LAND RECORDS AND IN SAID DEED DESCRIBED AS FOLLOWS: ALL AND THE SAME LAND AND PREMISES DEEDED TO THE SAID FRANCIS E. WILLIAMS AND ALICE P. WILLIAMS BY THE SAID DONALD E. LAGRO AND INA BELLE LAGRO, BY WARRANTY DEED DATED OCTOBER 7 , 1948, AND RECORDED IN VOL. 43, PAGES 449-450 OF LUDLOW LAND RECORDS, AND IN SAID DEED DESCRIBED AS FOLLOWS: ALL AND THE SAME LAND AND PREMISES DEEDED TO THE SAID DONALD E. LAGRO AND INA BELLE LAGRO BY WILLIAM AND AINA SOUMINEN BY WARRANTY DEED DATED OCTOBER 9, 1945, RECORDED IN VOL. 42, PAGE 93 OF LUDLOW LAND RECORDS, AND IN SAID DEED DESCRIBED AS FOLLOWS: 'OUR HOMESTEAD FARM, BEING ALL AND THE BJECT TO: . ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY 2 PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND 3HTS-OF-WAY, NOT SHOWN BY'THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT iVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY ! PUBLIC RECORDS. I CAMC-Greco-000737 - 137 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY SAME LAND AND PREMISES DEEDED TO THE SAID GRANTORS BY WILLIAM J DELANO TM DE" N0 " TM > * 7, 1921 AND RECORD^T v t t . ^ A G E 625 OF LUDLOW LAND RECORDS. SAID PREMISES ARE DESCRIBED IN A MORTGAGE DEED GIVEN BY THE GRANTORS TO THE FEDERAL LAND BANK OF SPRINGFIELD naPi?n OCTOBER 26, 1922, RECORDED IN VOL. 35, PAGE 287 OF l Sd lOW JaND R E ^ S s s'NDJ J T rHEIN DESCRIBED AS FOLLOWS: BOUNDED NORTHERLY BY LANDS OF CHARLES F. WRIGHT, PLUMLEY AND SARGENT, WM. P. BIXBY, FLETCHFR <; h t m f c aMT. * M R IC H E R ESTATE, EASTERLY BY LAND OR SAID FLETCHERRESTATE^SOUTHERLY^BY LAND OR GUST KOLSTROM, AND WESTERLY BY LAND OP KM. C STEAHN^ ND l I d FORMERLY OF JOHN RIGGS, MEANING HEREBY TO CONVEY ALl ' oF o m HoSeS T ^ PREMISES AND BEING ALL AND THE SAME LAND DEEDED TO THE GRANTORS BY W J DELANO AND WIFE BY DEED DATED MAY 7, 1921 AND RECORDED pk 625 OF LUDLOW LAND RECORDS, TO WHICH DEED AND RECORDS REFERENCE* Tq pan EXCEPTING AND RESERVING HEREFORM THE RIGHTS OF THE N. E TEL i CO TO* MAINTAIN A TELEPHONE LINE ACROSS SAID LAND. ' C * T SAID PREMISES ARE DEEDED SUBJECT TO THE POLE LINE RIGHTS OF THE CENTRA: VHWONT PUBLIC SERVICE CORPORATION HERETOFORE DEEDED TO THE SAID O T B ^A T IO N BY THE SAID FRANCIS E. WILLIAMS AND ALICE P. WILLIAMS, AS A P P ^ s" f TM cTM d THE HEREIN GRANTORS RESERVE THE USE OF THE BARN ON THE ABOVE DESCRTRFn PREMISES UP TO AND INCLUDING MAY 1, 1972 FOR THE P U ^^S E o^ sS nG ^ Y TTOHETRHEEING; RPARNOTEVEIDSE.D HOWEVER THAT ANY HAY NOT REMOVED BY MAY '1Lf 1J.997/Z2 SSHHAALLLL RREFUVEPRrTt EXCEPTING HEREFROM HOWEVER THAT PORTION OF THE ABOVE DESCRIBED LANnc aMn ALSO EXCEPTING ANY AND ALL POWER LINE RIGHTS OF WAY. " -" > r ^ i ^ iTM T ED A Y ^ r TH pr e m ise s and there sh all be no righ t in the seller ^ sTM e p Sr? S er th e SUBJECT TO: * P m " TM R D S GHTm P' 2 : TM r iCT10NS' O T M T S CONDITANE SHOWN BY R1GHTSPOF-WAY. n o t' shown by the p u b lic rS TM sP' an d ',3 ? HdS ? ^ 0P eS ements and tIN E S ' SH0RTAGE R encroachments and any facts S ic t a corrS t S ^ a i ? R E C T TM 0P THE P"EMISES W0UtD DISC" SE " > - 138 - CAMC-Greco-000738 REDACTED DOCUMENT SCHEDULE 5 .8 -la fee property sa^r^-sy -- SUBJECT TO: s s s ^ js TM 2) EASEMENT FOR THE PURPOSE OF ELECTRIC LINES GRANTED TO CENTRAL VERMONT r i r s s s r * " -- " " TM ~ '" 5 s TM E r --- " = = = r = . ,, S- sr r ms= .^ "/riir,,"T .'ir !r s i r r SUBJECT TO: THE P U B L IC ^ O R D S - ^ r EASFMfntcTM 10110^ ' C0VENANTS AND CONDITIONS SHOWN BY RIGHTS-OF-WAY? N O T 'SH O ^ B ^ t S p'u b L I C ^ ? r n n c F` WAY' R CLAIMS F " S TM 1 AND IN BOUNDARY LINES SHORTAGE OF ar a L S ' ^ (3 ) DISCREpANCIEST CONFLICTS TSHUERVPEUYBLIC RECORDS. PREMISES WOULD DISCLOSE ANADNYWFHAICCHTSAR" EnCNBOTASHCO0WRRNECBYT - 139 CAMC-Greco-000739 REDACTED DOCUMENT SCHEDULE 5 . 8 - la LUDLOW LAND RECORDS. FE E PROPERTY (7) A LETTER FROM THE CENTRAL VERMONT PUBLIC TM " RECITE THAT THEY HAVE THREE EASEMENTS ON THE ip n D P o ^ 0 ^ 1^ WHEREIN THEY RDNEAOCTTEODERXDNTSOE. NVDEMTBHEREIR3 , L1IN9E7 S1 , WRITEHCOORUDTEDF IRINS ^BBOOOOObKKL I 5 !9n L ' c am PAGE A4 1D5DfITAIONOFNALTULHDALETOAWSTEHMLEAYENNDWT,IL L (S) IN THE WARRANTY DEED OF PERRY uncc iHn nTM,,, DATED SEPTEMBER 2 7 , 1 8 6 6 , OF RECORD IN BOOK^q* 0 5 5 T FRANCIS G - GIDDINGS, OF THE PRIVILEGE OF TAKING WATER FRO^ A PAGE 5 5 6 ' THERE I S MENTION NOW TAKEN FROM AS SAID PERRY ROSS HAS At/ pyam SPRING WHERE TH& WATER IS RFVEAL WHERE ON THE A D U O I N I N G ^ ^ ^ ^ ^ SUBJECT TO: Mj E PUBLIC K EC O H D srT? 2 r " M S ^ " r i W c S r o p " i r M T S A" C 0NDITI0NS SH0>TM sssr - E E oT mpLb l iS d s,"m e ' <3` ^' - S S S P S S L S CAMC-Greco-000740 140 REDACTED DOCUMENT S C H E D U L E 5 . 8 --l a PEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320204 GREIF, LUCIEN R. OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: D E sSlB ffi IN * " C 00O Ti "INDSOR BSD STATE OF VERMONT, LAND RECORDS AND IN SAID DEED DESCRIBED aI ^ L L ^ s ! FIRST PARCEL ^ 2 3 7 F LUDLW OF THE RUTLAND RAILROAD TRACKS AND 3 TM iss.'ss.r*""" - s^ AcSsss'sssrs," S TMfnCENTER P * SOUTHERLY FROM THE CENTER " TM T TERt'i " " " FARMS TO AN IRONWARE," ^ FEET AU>8G " PENCIHG AND LAND OF THE SAID U N E OF BLAZEE^M AD^B^C. E ' BARLOW f ''" NG FIRST 0L 0 FENCING AND THEN A STAKE AT THE EAST END OF A WALL; AL NG LAN F THE SAID FARMS TO AN IRON thence n . 7 5 --1 / 4 degrff<? u n ~-- - _ subject to: CAMC-Greco-000741 - 141 - REDACTED DOCUMENT SCHEDULE 5.8-la FEE PROPERTY THENCE NORTHEASTERLY ALONG THE ROAN 1610 FEET TO THE POINT OF BEGINNING. CONTAINING 17.54 ARCES MORE OR LESS. SECOND PARCEL A SMALL TRIANGLE OF LAND LYING ON THE NORTHWfct1 cinD no ni--- ,, ROAD, BOUNDED AS FOLLOWS: NORTHWEST SIDE OF THE EAST HILL EAST =E ~ TM CONVEYED DESCRIBED ABOVE; ^ - F r s j v r .. NRTHWEST C0RNER 0F THE FIRST PARCEL^HEREIN ws r z s r s x s is ^A ^m N A N foF TM Z L ^ m L r? f BELo r T S f LS S " " " " THENCE S. 65 DEGREES E. - ABOUT 48 FEET TO THE POINT OF BEGINNING. CONTAINING 5/100 OF AN ACRE MORE OR LESS. i r i TM 0 ? FRTMOROEBEIN TM l * 5 * ? " " FRANK B. STODDARD AND MARY E STODDARD AND IN * " " E LDDL0W LAND HEC0RDS' TO STODDARD. THE SAID LENaT S T o Z T B E ; N r o N ED" EASED?TODDM!D " " " HEREINECONVEYEDS C0NVEYANCE IS THE PERSONAL PROPERTY LOCATED ON THE PREMISES SUBJECT TO: (1) IN THE EXECUTRIX DEED OF FLETCHER S. HINES ESTATE TO LELANn r STODDARD OF DECEMBER 19 , 1924, 0F HEc o Rd I n ^ k M ? Pa" 't HERE SUBJECT TO: p " c NR B C O R ^ HT? i r ' 1 S S i a S " 2 S 5 l ' ,, SHo SBINIGHBOTUS-N-ODAFR-WYALYI,NENSOT SHORTAGBYE nT B E ^ S ipl c rS r .1" D shown by ( 3 ) D ISCREPANCIES, CONFLICTS, ?,Rn ? " IMS SURVEY AND INSPECTION OF THE P R ^ S e S ^ o Sd ^ ^ 3 ^ ANY FACTS WHICH A C0RRECT THE PUBLIC RECORDS. PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY ,, CAMC-Greco-000742 - 142 - REDACTED DOCUMENT SCHEDULE 5 ,8 - l a PEE PROPERTY sssis*s si7,s" " TM ssrsiir .js* TM T s r . s - , s s = * (2 ) LELAND STODDARD AND LENA STODDARD TO VEMONT HYDRO ELECTRIC POWER FRO CAVANDISH TO LUDLOW AND AN I N S P E m o N ^ S T TM ! " A i T " IMB z z z t h e r i g o t o t wsi is - " s s s s TM Rr iv w i l i C3) noZ b er u DEf 2 f ? ^ " RAND C- ST0DDABD T0 H0RACE SIM " da ted (4) sWITHIN CERTIFIED PARCEL. ' L W LAND REC0RDS' DIVIDES THE (5) S S z S S -ir 1 TM xcr,;*sr,,, (G) S S t H t H 5"" "" s s ." s s s i . s s s . r s SUBJECT TO: HE ^ S r R E C O R D S r T^ r ~ S M E N T r RIRIG H Tf-O F-SVENANTS ^ C0ND ITI0N S SHOWN BY '<^HlGHTS^OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS* ANn CLAIMS 0 F ELEMENTS AND IN BOUNDARY L IN E S, SHORTAGE OF AREA, L crOACHMEnJ s A ! :D ISC R EPA N C IES, CONFLICTS ?SHUERVEPYUBALNICD RINESCPOERCDTSION OF THE PPRREEMMIISSEESS WWOOUTLLDD DISCLOSE AND WFHAICCHTSAWREH1CNHOTASHCO0WRRNECBYT CAMC-Greco-000743 - 143 - REDACTED DOCUMENT SCHEDULE 5 . 8 - la PEE PROPERTY (7) EASEMENT FOR THE TELEPHONE CO. BY LAND RECORDS. PURPOSE OF POLE LINES GRANTED TO THE LUDLOW EASEMENT DEED RECORDED IN BOOK 3 8 , PAGE 9 5 , LUDLOW (8 ) a sresrjBT, (9) S " rS ds F0REST LAND USE ' M E APPRAISAL DATED " 18 B00K 108- PAGE 345 E E<LOW N E SUBJECT TO: U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS r r * THE PUBLIC RECORDS; ( 2 ) EASEMENTS, R I G M S - O P - S I v T CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE'PUBLIC RECORDS ' AND \ 3 EA5 ? MENTS AND IN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS Alin ANCIES' CONFLICTS TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WoUSLlDD DISCL0SE A, ND WHICHSARE NOTASHCO0WRRNECBYT CAMC-Greco-000744 - 144 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320205 STODDARD, MARY E . OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: DAECSCERRTIBAEIDN APSIECFOELLOOFWLSA, NVDIZIN: LUDLOW IN THE COUNTY OF WINDSOR AND STATE OF VERMONT, BEING A PORTION OF THE SAME LANDS AND PREMISES CONVEYED TO (DECEASED), LENA M. STODDARD (DECEASED), FRANK B . STODDARD E. STODDARD BY WARRANTY DEED OF WALLACE C . SCHINOSKI DATED RECORDED IN VOL. 4 4 , PAGE 429 OF LUDLOW LAND RECORDS. LELAND C. STODDARD (DECEASED), AND MARY OCTOBER 1 1 , 1 9 5 0 AND SAID PORTION IS SHOWN AS "PARCEL 2" ON A SURVEY ENTITLED, "LAND SURVEYED FOR T2 0 , Y11 998855 DAAN^DDMMA^VYDRBEFWF; rUTMRTHf EHR NDTHESCPRREIBPEADREDASBYFONLL0WOWLASN: ENGINEERING DATED NOVEMBER BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY WITH THE EASTERLY RIGHT OF WAY LIMITS OF EAST HILL ROAD; LIMITS OF ROUTE 103 THENCE RUNNING IN A GENERALLY EASTERLY DIRECTION ALONG THE SOUTHERLY RIGHT OF C O R TM 3 ^ R UTE 103 " DISTANCE P 450 M RE ^ S S ? T S lRON ^ N ? A CFAORRMNEAR ODFISTTAHNECESMSOI`TFH103C6E3ME.9GE6RTEEFERTSY., 0TS1OO*-CA3A2LS"LTOEwDN*E*Wa Al OLNLGCOLARNNEDRS MNOAWRKOINRGFOTHRMEENROLOYRRTTOHHFEEAAFSSLTTEEETRRCLLHYYER THENCE CONTINUING S . 10 DEGREES 0 1 ' 3 2 M W IN THE CENTER OF BLACK RIVER, A CORNER; A DISTANCE OF 6 6 .0 6 FT. TO A POINT SUBJECT TO: i w i EASEMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; ( 2 , EASEMENTS, RIGHTS-OF-WAY, OR CIAIMS OF E A a L S T A w M G H T S*O W Y , NOT SHOWN BY THE PUBLIC RECORDS, AND (3 ) DISCREPANCi S t ^ L I C T S IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY PACTS WHICH A CORRECT S P^BL?? S TM * TM PREMISES W0D" DISCLSE " TM - 145 - CAMC-Greco-000745 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY S S siS S fH S F -- " 0P " " OH TM S E N S E S S J f , f S S S3xh, T cS r?p 39- ET- " * 0 THENCE RUNNING S. 74 DEGREES 45* 00" P iirrar T,,,ne OF 9 .5 0 FT. TO AM IRON P IN , A CORNER ' M ILtS * " STANCE A ^ S er" 21 0 ' ' E - * D ISTM 0 E OF 1 9 8 .0 0 FT. TO AN IRON P IN , r " s i A C E ' o f 3 l f " EFT29TO^ I R O ^ r lANDS N W E TOTM P " " EVm"r^ TMs; r TEBLE"optee"steiliOF WAT LIMITS OF BAST^ILL S " EME E " -- sss:rs=zi'Er:irr^s*s1zrs.r.-ssEc;sr=; s,r- TMs s-ri--- ---103, THE POINT OR PLACE OF BEGINNING.1 ^ '^ O '' 0F " ST H1LL R0AD 1TM ROUTE SUBJECT TO: (1 ) SUBJECT T O :. F" S o R ^ f T? I ? F' ^ s ^ Ef R1^ r ' C0VENMTS " " CONDITIONS SHOWN BY BIGHTS-OF-WAY; NOT SHOWN BY THE PUBLIC B P C n p n c ^ f m ' E CLAIMS 0F EASEMENTS AND IN BOUNDARY LIN ES, SHORTAGE i J T ' J f TM ' 131 DISCHEPANCIE?T CONFLICTS *m hmTSUHREVPEYUBALNICD re S co l r ^ d s !O F S e p r S S L ESWOU"LDCTMDEISHC,LSOSE AND WPHAICCHTSARE NOT SHCOOWRNRECBYT - 146 - CAMC-Greco-000746 REDACTED DOCUMENT SCHEDULE 5 .8 -la FEE PROPERTY (2) TERMS AND CONDITIONS AND RECORDED IN BOOK xO1 u0Fj1.L,, ANJP^ADAGGEUESE11775P5E, ROmMF?ITLnUNmDOLrOWi2,S50L1A1RNBRDWR, ECDAOTREDDS. w JULY 21, 1986 141 5SSS' DEED RECORDED Z9 4 , LUDLOW LAND RECORDS. " "m " TS D TM Tw NrTM cO R D " D" W " W" RTM Tr EASEMENT DEED RECORDED IN BOOK 3 8 , PAGE ,5' 3 0 4 , LUDLOW LAND RECORDS. EASEMENT D"EED RECO"RDETMD IN" BOOK 3 1 , PAGE <6' S T TM e" S e l e c t r ic ^ 0 RIGHT~ * > TM c BOOK 3 6 . PAGE 4" S S . * S S ^ c S S ! ^ " 8 1 " SEMEm' RBC0R R 1 8 (7) RESTRICTION AS TO DEVELOPMENT Wtttt i I S WARRANTY DEED OF PRANK B STODDARD AND u a o v R0THERN BTMDARY CONTAINED PREDAN AND KATHRYN RREDAN M T E ^ ! ^ 2f ST0DDMD *> FRANCIS J . 2 7 8 , OF LUDLOW LAND RECORDS. ' 972 AN REC0RDED IN BOOK 6 0 , PAGE SUBJECT TO: - . U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTTOhc ,,,,,,,,,,,, THE PUBLIC RECORDS; ( 2 ) EASEMENTS RIGHm 'of C0ND ITI0N S SHOWN BY HIGHTS---OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS CLAIMS 0 F EEM EN TS AND IN BOUNDARY LIN E S, SHORTAGE OF AREA ENCPOAPrrvr'Krm^^ 3 DISCREPANCIE^ T CONFLICTS *TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE OPRMEMI SISEESS WWOOUULLDD ^DSISCCLiOnSE^ AVND^ WHICH ARE NOT SHCO0WRRNECBYT . CAMC-Greco-000747 - 147 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320206 BIXBY, FRANK, ET AL. OWNED SURFACE AND MINERAL VERMONT WINDSOR IAND DESCRIPTION: DESCRIBED AS FOLLOW S^VIZ^ LUDL W IN TM E C0UNTY OF WINDSOR AND STATE OF VERMONT, ^^BIRXEBCY OARND^EKDE NINN EBOTOHK^5^2B, I X ^ B Y ^ iL L ? ^ p ^ I Y E Y ^ PARCEL #1 CONVEYED TO FRANK L . OSTTHFOEN6NE6C8EWFEAEALESLTT; ERMLOYREAOLORNGLETSHS ETOCEANTPPEORIILNNITTNETMTNOFScATnHInDF CEpEA1TNILTTRDE0RnALDINERIGSOHUTTHOFOWF ATYHEA LDIINSTEANOCFEA S v if" CO^XROZRO ,, THE SMffi DIBECTI0,, r o THE ^ o r 4 5 0 FE E I MORE OR s id e Qp ib b B a c R ^ OF THE e a s t ^ a r g in ^ o f t ! S S Bh i S EroI dTH| o^ " l Ed IVER T 0 * P0IH T IN THE l I TM S ~ " ~ R l t t ROAD, SO-CAOORO, A TO COWRy " P A R ^ f " ! ^ 0 ^ HEREBi SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRTri-Tfino THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF AN C 0N D IT I0NS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS- A M n \n R CLAIMS 0F ELEMENTS AND IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENT^^* DISCRERANCIES, CONFLICTS TShUeRVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD D TSgCrLfOn ScFE0AN^D WFHAICCHTSARWEHINCOHTASHCO0WRRNEBCYT CAMC-Greco-000748 - 148 - REDACTED DOCUMENT PARCEL #2 SCHEDULE 5 . 8 - l a FEE PROPERTY KATORTTHHEEKWLEVS^TOEURNLDYEODFGLEpROEFMITSnEES5ENAOHSTROHELLL So S eD; * *P0"I"TTM 1B TM E THENCE WESTERLY ALONG S A ID LAGRO NQRTHFRrv p.riTrwn M m THE GREEN MOUNTAIN RAILROAD RIGHT OF WAY TO A POINT PREMISES BELONGING TO LAEL SARGENT^ PARALLEL TO EASTERLY BOUND OF so-cmed,aPTAHfRoEANrLCeLEsEaLNidOTROrTaHTiElHRrLEoYaEdAALSTOp rNGSHILSSLAkIDRsO? ASADRGEBNnTraErArSTTMERL; YL BBO0UrNmDn ItNm Aa rLTIN,, _E APPROXIMATELY to souther S s A S SS 'iH iLLNROAD;D B TM D TO TBE EKSE 0E TM E S O U T H E R L Y ALONG THE WESTERLY EDGE OP SAID ROAD TO THE POINT OF SUBJECT TO: ( 1) NOTICE 27, 198 OF AGRICULTURAL AND FOREST 6 AND RECORDED IN BOOK 1 0 8 , LAND USE PAGE 3 4 5 VALUE APPRAISAL DATED AUGUST , OF LUDLOW LAND RECORDS. (2 ) 261, OF LUDLOW LAND RECOR^! ^ " " REC0RDED TM BE " , PAGE (3) OPEUAF SBELLUMIDCELNOSTWESRLFVOAICNRED TRHCEOECRPOPUORRRDPASO.TSIOENOBFYELEAESCETMREICN'TLDI NEEEDS GRANTED TO CENTRAL VERMONT RECORDED IN BOOK 5 8 , PAGE 1 8 0 , (4 OF LUDLOW LAND RECORDS. EED REC0RDED IN BOOK 5 4 , PAGE 6 0 , SUBJECT TO: ml! AND CONDITONS SHOWN BY *tRIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS- AND R CLAIMS 0P EASEMENTS AND IN BOUNDARY L IN E S, SHORTAGE OF AREA E N C R n a rTM 4 J ^ D 3 DISCREPANCIESTCO NFLICTS TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE RPREEMMISISEESS^WOOUULLDD DISCLOSE AND WFHAICCHTSAWREHINCHOT* SHCO0WRRNECBYT CAMC-Greco-000749 149 REDACTED DOCUMENT (5) RECORDS. SCHEDULE 5 .8 -la fee property ' RSECSORDSEDINTMBO,OK"27, TPAGHETS4M00D, O"FlLtURD"LODWRLIAGNHDTS ' 1 deed" ^ TM ed m r i r TM / dam rig8t <7) ,8> TM - s 's s . ^ s r . s s r ir -- S S4 Eo Z ED " " " DEED book 15. PAC1T451. 0P RLAANYDORNECSEOPRTDESmL ^ I^ IS S Q 51^ ^ ' AND ? P `" C0ED LE0N0RA BAGLEY AND CHARLES H. TM BO0 2 5 . PACE 1 9 5 , LUDLOW (1 0 ) FENCE DIVISION AGREEMENT BETWFFN c a nr BAGLEY AND LEONORA A . S . BAGLEY^DATED S y 24 ifln o E *B ' FLETCHER AND J * C. 2 5 , PAGES 3 0 4 AND 3 0 5 , LUDLOW LAND RECTOS " * D R REC RD IN B00K (1 1 ) EASEMENT OPTION BETWEEN KENNETH R n iv n v su n L . BIXBY AND HELENA F BIXBY AS D0R0THY G* B IX B y' FRANK P5O0W8 ,ERINCOTMHPEANTYO,WNDAOTEFDLOUCTDOBLErO' 18W i19f 6f7! ' ^1REC^0RDEDVAERTMB0ONOTKEL5E4C, TPRAIGGE TEOASECMROENSST. EASEMENT AS MAY BE NECESSSAARRYY IINN 0S1NG THE LRAENSEDRSVAEDTJAHCEENRTIGHTOT ( 1 2 ) EASEMENT OPTION BETWEEN KENNETH R RTYnv nun L . BIXBY AND HELENA F . BIXBY AS KQTfM pn^ 0 D0R0THY G* B IX B y' FRANK 'POWER COMPANY, DATED OCTOBEr ' 18 19M VERMONT EBBCTRIC 5 0 5 , IN THE TOWN OF LUDLOW^LAND R E C O R D S M " " 54 ' PAGE TEOASECMROENSST. EASEMENT AS MAY BE NNEECCESESAS RSY^ fTMIN Un ScITMNG THE LRAENSEDRSVAEDTJAHCEENRTIGHTOT SUBJECT TO: THE PUBLIC RECORDSHT( 2 F ^ E M E N T s !RIR ^ H T S -n P -VENANTS AN CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC HRCnnnc " WAi* 0R CLAIMS OP EASEMENTS AND N boundary l in e s , shortage o^ m e a L S c TM TM i f . (3 ) DISCRETM c i E s r c o n f l ic t s SrUERVPEUYBALNICD RINECSPOERCDTSION OF THE PPRREEMMIISSEESS^WWOOUULLDT^^DnIrSaCcTLOSE AN"D" WFHAICCHTSARE NOTASHCOOWRNREBCYT CAMC-Greco-000750 150 REDACTED DOCUMENT SCHEDULE- 5 . 8 - I a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FE E PROPERTY 320207 01 WEIDMAN, HAROLD OWNED SURFACE VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN PIECE OF VERMONT, DESCRIBED LAND IN CAVENDISH AS FOLLOWS, VIZ: IN THE COUNTY OF WINDSOR AND STATE OF PARCEL 1 rSecoredncei nLg?BONOkKe3le2 y, SpS LE andlDhrSldR^ "d^ nCD0NAVTEEDYESDEPBTYEMRIBECRHAR9 D, G1 916L8CRO1SF to ACRES, MORE OR LESS AND I S PARTIALLY B O ^ D E D ^ O L ^ O W s f ^ " A " 122 2PARCEL "- BOOK 3 1 , PAGE 4 1 3 , CAVEUDISH LAHn ppJS DAraTE0DM JUNE 2 2>12 6 4 --OP RE~CORD IN CONVEYED BY THE ESTATE OF HARREN H m m TM D * P0BTIO,' o p TM E SAME LAND 1 0 , 1 9 6 4 OF RECORD IN B00K^31^^PACP 4TM " ? T H" LD "TM> bot op so a c r e s, more S L S : ` 15 * AATCNRE^ LOr T" OWD NEElDY E? by Pr LL E ^^ ^A p S ar S l S H INC ^ "" NE"M" 2 ABOVE. SIDE IS A TM SUBJECT TO: $" r^ O R D S ^ iT C ^ ^ ^ CONDITIONS SHOWN BY SIGHTS-OF-WAY, n o t SHOWN BY THE PUBLIC RECORDS- Am'/-*?* CLAIMS 0F EASEMENTS AND IN BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMPN^ Jin DISCREPANCIES,-CONFLICTS ****TSUhReVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES T O O L DDIS^C^LfOnSE AND WFHAICCHTSARWEHICNHOTASHCOOWRNRECBYT L. CAMC-Greco-000751 - 151 - REDACTED DOCUMENT "S " SCHEDULE 5 . 8 - l a FEE PROPERTY " * THE H Ira IN L , AND PREMISES. THE U CAVENDISH L ^ D RHCOHDS r" "^ 1 0 ENGLAND 3 5 ' PAGES 283 TM 3 8 4 - 2. ^ . ` S fS .S 'S c iS TM 4 6 3 . CAVENDISH LAND S r DS. f E = T TM BVEBK"03m2 ' aECTRIC PAGES 46 K 2 > SIS STOSBES-NOT'SED T^HATSTHlSfflF T'rTaL J " , TM^ CS0NVEeYeEeD^ LATND A5N'DT PH REEI-RMI"SES. aITrb GRANTEE CONCERNING SAID MINERAL RIGHTS ANr^'PHT^e^ ^ W3THIN GRANTORS AND MEMORANDUM o f THE EXISTENCE^OF^SUCH^AH " " IS TO EE * * *S A t h a t s a i d agreem ent r r o v id I s ^ , J f ? " " ? f MEHT SND TM I S fu r th er no ted h e se r v e d m in e r a l r ig o t s and t h ? s d f TM ^ F F1RBT REPDSAL AS TO SAID EXISTENCE OP SAID RIGHT OF FIRST REFUSAL. S MEM0RAN0UM 0 P TM E f S c ^ s Eo ^ e s c r i" ? TM RECORDS THERE0F AND FSPEHENCES THEREIN FOR SUBJECT TO: (1) = (2) . " ,= TM ,r x ,7 s ; : s rr^ :- s s s " s n s . " j r s s s s n z '^ s z r * " SUBJECT T O : - R*IGHTS-OF-WAY, NOT SHOWN BY THE PUBLICRECORDR ! S n ' , C4HLDAIMCS0N0DF1TE1A0RSESMSEHN0TBSNANBD IN BOUNDARY L IN E S, SHORTAGE OF AREA, E N C R O A C H TM ^ J J ) DISCREPANCIES, CONFLICTS TSHUREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PPRREEMMIISSEESS WWOOUULLDD Dn ITSCCL^OfnSoE^AN**D**WFHAICCHTSARWEHICNHOTASHCO0WRRNEBCYT CAMC-Greco-000752 - 152 - REDACTED DOCUMENT S C H E D U LE 5 . 8 --l a PEE PROPERTY (3) Isut e l e p h o n e c h a n t e d to new England and BOOK 2 6 , PAGE 5 6 2 , OP CAVENDISH W ^ C O H M 0 " " " " B K 30> P M E 1 4 4 ' (4) TELEPHONE^TM LINES GRANTED TO NEW ENGLAND PAGE 5 2 2 , OP CAv S ^ lS H S gS . " * SUBJECT TO: Th I r ig h ^ t s C-o fM- w Ca y ,O no S t r r( 2 r ' a i k shown by the ffi2 ^ public S re S co ^ r F ds * 2 a hS^ B' Ai -,5,S?RS * " D C0NDITIi:'S SHOWN BY claim s op easements and IN boundary l in e s , shortage of area ' discrepanciesT conflicts TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DDISi sCrLmOScEi 0AN^D WFHAICCHTSARE NOTASHCOOWRNRECBYT CAMC-Greco-000753 - 153 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320208 NELSON, CARL H. ETUX OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: AHD STATE FOLLOWS^" viT " " ' IN * " C 0 0 m i 0 F I^ ^ ^ naaSmUtDSE^E'Dc HEATCNH ^ i R s SDA^TEED iARTMCHC" A t o^! Km| ?^ - SOOD EYF TH*EIRCWONVEYEYD OOFF TTHHEE LLAANNDD RREECCOORRDDSS OOFF TTHHEE SSAAIIDD TOWN OF R ^ D IN r TOWN rw o m ^ AND IN v OVL ULM0MEEI I3,2 'ATATPAPGAGEE472003 the MOST EASTERLY CORNER OF THE JUNCTION 0 p T^ N S R' AND WHICH P 0 INT I S ALSO* ROAD FROM ROUTE 1 0 6 TO ROUTE 4 4 " ; ^ HIGHWAY KNOWN AS "THE CUT-OFF HUNDRED S IX T Y -E ? L r A S D CS ^ I L E E r ^ R E D T H S EF E M ' ^DISTANCE 0F TMREE fFELLCH^VILllLTE TSO ^WEsSFT W^IND7SO^ R, KNOWN AS ROUTE # 4 4 - THENCE IN A COURSE SOUTH 3 9 DEGREES SAID HIGHWAY KNOWN AS ROUTE # 4 4 , A DISTANCE 0 ^ " THE N0RTHEASTERLY EDGE OF SmmEDFIVE ONE-HUNDREDTHS FEET ( 9 3 7 . 0 5 * , TO A P O IN ^ E THIRTY-SEVEN AND S E , ~ S S S T S sS i S S TM TM -C R R K S FORTY--SEVEN HUNDREDTHS FEET ( 8 2 2 . 7 1 * ) TO A C O ^ f TM 'Y~TW ARD SEVENTY-ONE ONE- D( 1IS,T0A5 N1 C. 9E5 *O)F OTONEAATPHOOINUTS ^INr FTiFHTE YN-OORNTHrEARLLYCNr^mETYTMNFFIVi rE ^NEDHEUGNRDEREESDT0H1 S* WFEEESTT A OWN AS "THE CUT-OFF ROAD FROM ROUTE 106 TO R O U T E ^ ; ? ^ F SAID HIGHWAY SUBJECT TO: . S r a S ? 1,10 " S^ME^sriS f - O F CTMf'AHOR " C0HDITI0[IS SHOWN BY E S5ST * - ~ ^ T ^ aTM a^ bS - CAMC-Greco-000754 - 154 - REDACTED DOCUMENT SCHEDULE 5 . 8 - la FE E PROPERTY THENCE SOUTH 28 DEGREES 5 1 ' WEST ALONG THE NORTHERLY OR NORTHEASTERLY EDGE OF S( A8 9ID. 1 8"*C)U,T-OMFOFREROORAD"LEASSD; ISTANCE OF EIGHTY-NINE AND EIGHTEEN ONE HUNDREDTHS FEET IHS*AUTNIDiD!CR!E!CLDSTU0HTUS-TOHFFEFE3TR7 OAD( D1E"G8 R2AE. 6E2DS*IS)5T;0A'NCWEESOTFAOLN0NEGHUTHNDERENDORETIHGEHATSYT-ETRWLOY AONRDESAISXTTEYR-LTYWOEDGE OF I ! ! H CL S,0UTH 22 DEGREES 56 ' WEST ALONG THE NORTHEASTERLY OR EASTERLY EDGE OF THE fF_EJE?T (. 9^8 T. 9o30FF) RTO0ATDH"EAPODIISNTTANOCFEBOEFGINNNINIENTGY. EIGHT AND NINETY-THREE ONE HUNDREDTHS THE ABOVE DESCRIBED PREMISES MAY BE FURTHER DESCRIBED AS A PORTION OE^OUR PREMISES* WITH THE DWELLING HOUSE THEREON, AND ARE A PORTION OF ALL PREMISES WHICH WERE CONVEYED TO U S, THE SAID GRANTORS, BY RALPH E OSGOOD AND FANNIE N . OSGOOD BY THEIR WARRANTY DEED WHICH I S DATED MARCH 1 9 , A D 1 9 4 7 , AND WHICH DEED IS RECORDED IN THE LAND RECORDS OF THE SAID TOWN OF VERMONT, IN VOLUME 3 2 , AT PAGE 2 0 3 , AND WHICH SAID DEED IS FURTHER IN THE LAN REC RDS F THE SAID TOWN OF WEST WINDSOR IN VOLUME 1 ^ AT tAGE 4/0* MARCKMADE T0 THE AFORESAID WARRANTY DEED OF RALPH E . OSGOOD AND FA*TMIE N* OSGOOD 0F 1 9 ' 1 9 4 7 , AND TO THE RECORDS THEREOF, FOR A FURTHER MAnpR n Ta p 0F THE PREMISES HEREBY CONVEYED, AND FURTHER REFERENCE IS HEREBY DSRaAmWtImN?G, ITS e ENATIItTILEPDLA"NW' IN DRSODRRAMWIINNEGR* A0LFS, SAWIEDSTPWREINMDISSOERS,, VWEHRIMCHONSTA" IDWAPSLAENXECORUTED BY DC"ONVEYE6eD. 1 5 -7 2 ' F0R A M0RE DETAILEJD* DESCRIPTRIEOGNISTOEFRETDHELAPNRDEM^IVSEESYHOERRE, BYAND i s oOHE eERTAN SPRING, ATQUECD0UNCVTE, RSIUGCHHT ITNOTEDRIEGSTANAOSTHTEHRE SGPRRAINNTGORASNDHETROEILNAYMAAY PHIAPVEE IN L NE CONVEYED BY WILLIAM E . GOBRECHT AND ESTELLA GOBRECHT TO LUCY A . S FAY BY S RECORDS0 DATE N VEMBER 1 0 ' 1915 AND 0F REC0RD IN BOK 3 0 , PAGE 21 READING SUBJECT TO: THP EAf EMENTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY REC RDS; <2 > - ^ SEME^ S , RIGHTS-OF-WAY, OR CLAIMS OF EASEMENT^AND IN N T SH0WN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES'^ CONFLICTS S^vpf IN E S' SH0R,PAGE 0F AREA* ENCROACHMENTS AND ANY FACTS WHICH A CORRECT S PUBLIC TM N F THE PREMISES W ULD DISCL0SE AND WHICH ARE NOT s S BY 1C CAMC-Greco-000755 - 155 - REDACTED DOCUMENT SUBJECT TO: SCHEDULE 5 . 8 - l a FEE PROPERTY (1 ) EASEMENT GRANTED TO CENTRAL VERMONT PUBLIC SERVICE CORPORATION BY EASEMENT DEED RECORDED IN BOOK 1 2 , PAGE 525 OF WEST WINDSOR LAND RECORDS. (2 ) RIGHT-OF-WAY GIVEN TO THE CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND RECORDED IN BOOK 3 3 , PAGE 525 OF THE READING LAND RECORDS. (3 ) RIGHT-OF-WAY GIVEN TO THE CENTRAL VERMONT PUBLIC SERVICE CORPORATION RECORDED IN BOOK 3 4 , PAGE 1 3 1 , READING LAND RECORDS ( 4 ) LAND AND RIGHTS CONVEYED TO THE STATE OF VERMONT BY INSTRUMENT DATED MARCH 1 9 , 1 9 4 9 AND OF RECORD IN BOOK 3 3 , PAGE 3 5 5 . SOME .3 7 ACRES WAS TRANSFERRED TO THE STATE OF VERMONT. SUBJECT TO: . . (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND TINHGBnOofU~N'ODAFR"YWALYI'NNE0ST, ' SSHHO0WRNTAGBEy OTHFEAPRUEBAL, ICE-NRCERCOOARCHDMS;E- NATNSDAN( D3 ) ANDYISCFRAECPTAS NWCHIEICSH'^ ACOCNOFRLRICETCTS TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY - 156 - CAMC-Greco-000756 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320209 ST. PIERRE, HAZEL OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: VERMONT, DESCRIBED AS^FOLLOWS^VIZ: ^ ^ C UNTY F WINDSOR AND STATE OF ST^PIERRE AMSDEN, HAZEL A . AND RECORDED IN BOOK 3 2 , PAGE 31 OF THE READING ^ N D R E C O R D S . ^ " " 2 8 ' 1 9 38 TA2A7DN,DMI1AN8RIS8ET6RDAAETNSODCRRROEiBCFEOTRDHD^EEIDNE^SIANT^AETVEEODLO.^FO2^O5H,RVEPI^ALAGLEEID D^E RMR IsTSTL f SA1D DLEAETDFERBMMEEIRNFRGRIETDT EARTGEI*CDAMMMAOSRDUCELHNTON, WORDS AND FIGURES FOLLOWING: F THE READING LAND RECORDS IN S T BY LANDS OF ELTONe BEsNJA?M-IN AND RUFUS '~ " - LBOEISmS. S ' aND MTHra" L C0NTAINING ONE HUNDRED"ANDLHSII)XS A0FCREEDSB, AMRORE OR TSHAEIDTOPWARNCOELF RISEATDHINEGF. IRST PARCEL DESCRIBED tm ScAutID DTMEED AND LIES WHOLL~Y WITHIN W ^ i" ?sS oT b^ S TAPRIL 2 4.' 1 9 0"9 AND"RE1CDORDED" IN BOOK 2 7 , PAGE SUBJECT TO: ? abdcomTM shTM IGHTS'-OF-WAY; NOT-SHOWN BY' THE PUBLIC RECORDS- Ah ' ,-> R c l a im s o f e a se m e n t s and N boundary LIN E S, SHORTAGE OF A R E A E N C R O A C H M E N T * * DISCREPANCIES, CONFLICTS TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISESS WT OOULODL DDI^SC^ Lf TMOSE AN^D WFHAICCHTSARWEHICNHOTASHCO0WRRNEBCYT CAMC-Greco-000757 ' 157 - REDACTED DOCUMENT SCHEDULE 5 .8 -la PEE PROPERTY 131 OF THE READING LAND RECORDS. SAID PARCEL BEING KNOWN AS THE HOISINGTON PASTURE AND DESCRIBED IN SAID DEED IN WORDS AND FIGURES FOLLOWING: - BEING THE PASTURE AND WOODLAND THAT WAS DECREED TO HE BY PROBATE COURT IN DISTRICT OF WINDSOR AND STATE OF VERMONT, SAID DECREE BEING RECORDED IN BOOK 25 PAGE 438 OF READING LAND RECORDS. SAID PASTURE LAND BOUNDED AS FOLLOWS, NORTH BY THE HIGHWAY LEADING FROM FELCHVILLE TO WOODSTOCK AND HIGHWAY LEADING FROM SAID HIGHWAY TO THE RESIDENCE OF ADDIE M. PAFF; EAST BY LAND OF SAID MERRITT G. AMSDEN; SOUTH BY LANDS OF OSCAR S . RANDALL AND LANDS OF AGNES L . MASON; WEST BY LAND OF AGNES L . MASON AND LAND OF ADDIE M. PAFF. CONTAINING EIGHTY-FOUR "84'' ACRES BE THE SAME MORE OR LESS. EXCEPTING AND RESERVING THE FOLLOWING PARCELS OF LAND AND PREMISES: " 1 . ALL OF THOSE PARCELS OF LAND DESCRIBED IN AN OPTION TO THE STATE OF VERMONT DATED APRIL 1 9 6 3 AND RECORDED IN BOOK 3 7 , PAGE 4 2 -4 5 OF THE READING LAND RECORDS AND LATER DESCRIBED IN A DEED TO THE STATE OF VERMONT RECORDED IN BOOK 3 5 , PAGE 522 OF THE READING LAND RECORDS CONSISTING OF 4 SMALL PARCELS CONTAINING IN THE WHOLE APPROXIMATELY 4 ACRES AND 4 0 0 SQUARE FEET TOGETHER WITH SLOPE RIGHTS AND ALL OTHER RIGHTS OR EASEMENTS DESCRIBED IN SAID RECORD. 2 . THAT CERTAIN EASEMENT FOR A POLE LINE RIGHT TO THE NEW ENGLAND TELEPHONE AND TELEGRAPH CO. RECORDED IN BOOK 3 4 , PAGE 1 6 4 -5 OF SAID READING LAND RECORDS. 3 . THAT CERTAIN EASEMENT FOR A POLE LINE RIGHT TO THE CENTRAL VERMONT PUBLIC SERVICE CORP. DATED MAY 1 9 5 6 AND RECORDED IN BOOK 3 4 , PAGE 1 4 0 OF THE READING LAND RECORDS. 4 . ALL OF THAT CERTAIN PARCEL OF LAND DEEDED TO THE STATE OF VERMONT FOR A ROAD RELOCATION, SAID DEED BEING DATED FEBRUARY 2 8 , 1 94 9 AND RECORDED-IN BOOK 3 3 , PAGE 3 5 3 - 4 OF THE READING LAND RECORDS AND CONTAINING APPROXIMATELY 0 . 1 3 ACRES OF LAND. IT IS TO BE NOTED THAT ELSA V . AMSDEN IS NOW DECEASED. AND FURTHER EXCEPTING AND RESERVING THAT PART OF PORTION OF SAID MERRITT G. AMSDEN HOMESTEAD PREMISES REFERRED TO IN DEED OF RECORD IN VOL. 2 5 , PAGES 7 AND 8 , OF READING LAND RECORDS HERETOFORE CONVEYED AS FOLLOWS: SUBJECT TO: U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR. CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 } DISCREPANCIES?" CONFLICTS IN BOUNDARY LIN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT m SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000758 158 - REDACTED DOCUMENT SCHEDULE S . 8 - l a FEE PROPERTY 5 . AN EASEMENT FOR A POLE LINE AS DESCRIBED IN DEED FROM M. G . AMSDEN AND ALICE FIN. BAOMOSKDEN2 9 T, OPANGEWE E4N2G0 ,LARNEDATDIENLG. Li ANTDELR. ECCOOMRPDASN. Y DATED JUNE 1 6 , 1 9 2 5 , OF RECORD AN EASEMENT FOR AN ELECTRIC POLE LINE IN COMMON AS DESCRIBED IN DEED FROM G;TMi Zrntn1CE*'J1 :6 , 1 9 2 5 , OF RECORD IN BOOKAM2S9E, NPATG ERE4A21 ,INGRELAIDGINHGT L&ANP0DWERRECCO0RMDPSA. NY W TM JUNE TZ AN WELL R SPRING RIGHT AS DESCRIBED IN DEED FROM MERRITT G PAGS E 1 8 0 , O5 F"R"EADRIN-GBLIDAGND RDECMOTREDI>S; J ATMNDE R2 E7S'ER1V9E2D3 'RIGHRTESC, ORIFD AINNYB, OAOKS D3 E0 S, CRIBED IN DEED OF RECORD IN BOOK 3 0 , PAGE 3 6 3 , OF READING LAND RECOTK; - DBSCR1BED TilZG" . AMSDEN TFO0RTHAENDTODWENEDOSF RFEHAID<I5NHGW,SIRREISGPHECTT-OIVF-EWLAYYDAATNEDDEAAUSEGMUSETNT3S1 F, RO1M9 3 3M-ERJRUINTET AND 1 4 6 , OF R3 E1A' DI1N9G3 4L'`ANADNDREFCORREDCS. RD' RESP^ T IV E L Y , IN BOOK 31 P A G E s'99 143 SUBJECT TO: U) NOTICE OF AGRICULTURAL LAND USE VALUE AND RECORDED IN BOOK 4 5 , PAGE 1 6 5 , OF APPRAISAL DATED JULY 1 4 , READING LAND RECORDS. 1986 AND SUBJECT TO; 't,, he PPUUBBLLIICCNRREECCOORRDDSS;-HTf(22 1) F EASEMENTS, RIGHTS-OF-CW0VAEYN, ANOTRS ACNLDAIMCSONODFITfIOawNSm fSwHOtWc NhmBtYa SHORTSM ^ TM ~ F' W MLI' NNEOST' SH0HN B OTHFEAPRUEBAL, ICENCRREOCAOCREDMSE! NATNSDAN(3D) ANDYISCFRAECPTAS NWCHIEICSH?-CAOOCOTRLRICETCTS T p L " cD " 0P TM PREMISES TO01D DISCl0SE * " TM by - 159 - CAMC-Greco-000759 REDACTED DOCUMENT SCHEDULE 5 .8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320210 OHWOUNEGDHTON, FRANK H. SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN WEST WINDSOF VERMONT, DESCRIBED AS FOLLOWS, VIZ: IN THE COUNTY OF WINDSOR AND STATE OF PARCEL 1 A PARCEL OF LAND BEING SITUATED IN WEST WINDPad ,, BY LAND NOW OR FORMERLY OF PROSPER ROOT AND L A N n T / ING BONDED ON THE NORTH BY BAND BOW OR FORMERLY OF SARAH WARDNER, DWIGHT i w = S S L S 'S X . " * * PARCEL 2 FARM" AND BOUNDED ON THE NORTH BY THE PUBLIC ^ THE S 0 ~CALLED "ROOT WINDSOR; ON THE EAST BY LAND NOW OR FOBMpbtv T * LEADING FROM FELCHVILLE TO *****OR FOMERLY OF M.G. AMSDEN; ON THE S O U ^ MAN.GD. LAAMNDSDEONF ATNHDE RGARLAPNHTOWRSH;ITOEN. THE WEST BY SLLAlNNLDn nNd0WS I T HATTIE AND LAND N0W 0^R FORPM0REMRLBYRLOYF0FCHMAR*GLE. SASMTSODRENY, PARCEL 3 -, LEADING FROM FELCHVILLE TO WINDSOR L i"ERl y T T, NKERATDHIENRGL'Y BY TM E HIGHW-AY> BMY ILTLHEBRSOO-OCKA"L. LED "MILL-BROOK"; AnuS 'WwEeSstTEERRLlYJ BY TtHSET SAIDF HSIAGIHWAGYRAANNTD0RS? SOUTHERLY SUBJECT TO: , RTtIoeGHPTSn-OSFS-W^ AOY,H NMOT? S"HrOCW2NFB"Yw TsHmE EPUSBL! RICIHRIGEfOYTWSn-Oc FC- 2T ?' ' ANTRS C" LAIMCS0N0DFITEIA0NSESMESHNOTWS NANBDY In boundary l in e s , shortage of area, 1,DrscREPA"CiBsrc o n f l ic t s TSUfiERVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES W O n T ITSCTLOSE ANADNYWFHAICCHTSARWEHINCOHTASHCOOWRNREBCYT i L CAMC-Greco-000760 - 160 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY THE PREMISES RIGHTS-OF-WAY DESCRBED AND WATER IRRIGTHHTISS PADCEL AS HAY AMPEPEACRONOVEPYREDE rSaURBoJfECT TO WHATEVER PARCEL 4 BEING A PARCEL OF LAND CONTAINING THIRTY ACRE; n m d- AND BOUNDED NORTHERLY BY PREMISES OF THE ' BE THE SAME M0RE 0R LESS' HIGHWAY LEADING FROM FELCHVILLE TO WEST WmSsOR S n n TM f '' EASTERLY BY THE WFOERSMTEERRLLYY BOYF PLROEUMISISAENSDOMF YTRHTELEGRMaESRtROIrLL!' AND SES OF THE WY ITBYHINPRGERMAISNETSORNS0;WANODR 1!**1954 FOR HIGHWAY PURPOSES; EASeS ^ gS ^ dS FEBRUARY 2 3 ' SERVICE CORPORATION BY DEED DATED AUgSot f o f f THE CENTRAL VERMONT PUBLIC PAGE 528 AND 529 OF THE WEST WINDSOR^LAND^RFrnpnc " REC0RDED TM VOLUME 1 2 , CROIGMHPATNSYOAFNDRECAONYRDRWIGHHICTHS OPEFRTTHAEINTOTWONTHOEF RNI^D IPNNGP ^M n' TE^LERHTONAENAYNDP TLEELEAGNRDAPLHINE BEING ALL OF THE SAME LAND AND PREMISES AS r n m /P v TM m ELEANOR M. HOUGHTON, HUSBAND AND W i p f Bf w S TM i FRANK H' H0UGHT0N AND wLllZlnlTMPTOLOMEY, HUSBAND AND WIFE BY THEIR PT0LME* AND FANNIE H. RECORDED IN THE WEST WINDSOR LAND REC^DS I N S TM ^ * ' 1 9 5 7 AND READING LAND RECORDS IN VOLUME 35 PAGES 414 1 3 ' PAGE 3 8 6 AND IN THE AND RECORDS THEREIN MENTIONED REFERENCE IS HEREBY ^ EEDS SUBJECT TO: U) 1944F . PARKER AND L E N A ^ ^ A B K E P " to W I L L I A M ' S ' IH WAMANTy DEED 0F ALVA = EBRUARY . AND RECORDED IN BOOK (2 ) TERMS and CONDITIONS OF LAND USE PERMIT NO I s n o a , , AND RECORDED IN BOOK I I , PAGE 2 6 0 . OF W E S ^ N ^ h ' L T OrT 1 (3 ) TERMS AND CONDITIONS OF LAND USE Pe r m TM and RECORDED i n BOOK 3 2 . PAGE 2 6 3 , 0 F W E s i- W I N D S o r ^ E C O R D s " 5 1 * ' 1 M S SUBJECT TO: * SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS* A N n ' r ^ CLAIMS 0P ELEMENTS AND IN BOUNDARY L IN E S, SHORTAGE OF AREA ENCrS p Smpm c * D1SCREPANC IE S, CONFLICTS TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES wSuLD ^DTISsCrLfOnS^E 0ANADNYWFHAICCHTSARWEHICNHOTASHCOOWRNREBCYT CAMC-Greco-000761 - 161 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY (4) " ,, book p a g e S sT" E M D ~ * (5 ) EASEMENT DEED FOR RIGHT OF WAY DATFD a TM TM , AANnDn ^THSEIA NETWALCENGCL0A' N' DGTREALNETPOHRO, NEand* C2 ENTRALp VE"RMONT P1U9 6B3LICBETSWEREVENICEEACSTOERRPN. IN BOOK 1 4 , PAGE 4 2 8 , AND EASEMENT niw n H C* ' GRANTEE' AS RECORDED WAY BETWEEN EASTERN MAGNESIA TALC COMPANY^ SUBSTITUTIN r ig h t OF VERMONT PUBLIC SERVICE CORP. AND THE N ^ ' AND CENTRAL TELEGRAPH C O ., GRANTEE (UNRECORDED^ " " TELEPH0NE . SUBJECT TO: - ~ " i s s " 0F t h e TM CAMC-Greco-000762 - 162 - MD coroiTiTM s -- ~ s ? s k ,s REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320211 OPWADNEED, HEINRICH, ETUX SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: OF VERMONT, ^ S C R L E D A S ^ o S S s r m ? 11 ^ F WINDS0R AND STATE DPAADTEEDBAYPLRIoL u2i4s ,e . 1^9M6E5 RARNIDL^RAENCDO^RMnpYnRtTL^nCJ^MTER1R11ILBLY^IT^H^ E^IR WAARNRANFTLY0RDEENEDCE WINDSOR LAND RECORDS. DESCRIBED AS FOLLOWS ^5 " M GE 3 3 4 P TKE TM ST SL'S^J'iiS'SS TM of the ON THE NORTH AND WEST BY HE M ^ L dI T S ! DAO" 1 " " " BEING B 0TM DED SOUTH BY LAND OF DEANE AND ELIZA PARKER *^ANiwIu^m^ MINERALS I N C .; ON THE SINE OF ,,IL L BROOK. SAID P R E M I ^ S s ^ ^ S L " " 2 . . ENGLAND TELEPHONE AND^ELEGRAPH COMPANY.T " IOHT-OF-WAY OF THE NEW rTM d Ei IT b 00BK " PAGEA SI I f T" e* S S i N D S r L ^ R l c O R D s " " 5 1 1966' SUBJECT TO: . U) TERMS AND CONDITIONS OF LAND USE PPRMTm hfn -, AND RECORDED i n BOOK 2 7 , PAGE 2 6 0 . W Es 5 i " L S S o " " 5 1 1 9 ' l " 2 (2 ) ENGLAND^ELEPHONE A N D ^ E L E G R A P ^ C O ^ B Y ^ E A S E M E 89^ ^ c o r p o r a t i o n M m NEW PAGE 715, AND BOOK IS. PAGE S T ^ nT r S " " " " " SUBJECT TO: THE PUBLIC REC0RDS?HT?2)*F EASEM ENTS^^lG HT^'n C VENANTS AND CONDITIONS SHOWN BY Rig h t s - o f - way , n o t shown b y t h e p u b l ic 0R CLAIMS 0F easem en ts and ? BOUNDARY LINES, SHORTAGE EISCREPANCIEsT CONFLICTS SURVEY AND TliE PUBLIC INSPECTION RECORDS. OF THE PREMISES W Q ULLT ^ ^D^ISrCrL0SE AN^D FACTS WHICH A CORRECT WHICH ARE NOT SHOWN BY CAMC-Greco-000763 - 163 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY (5) WATER RIGHTS GRANTED RECORDED IN BOOK 1 1 , TO DONALD PAGE 1 1 5 , E. OF CLAY WEST AND RONALD E . CLAY BY WINDSOR LAND RECORDS. WARRANTY DEED (6 ) " " TM " STMTM M D EASTMAN BY DEED WARRANTY DEED RECORDED IN UBUO^KL 1^3 'p PLAGSET 1n1 5f *1OF WEST WINDSOR" LACNGDRRREECCTEODRDBSY. S,(7 ) EASEMENT RECORDED GRANTED IN BOOK TO WES-LOU LIGHT 1 0 , PAGE 4 1 4 , OF POWER CO. WEST WINDSOR INC. LAND BY RIGHT-OF-WAY RECORDS. AND (8 ) EASEMENT GRANTED TO NEW RIGHT-OF-WAY RECORDED IN ENGLAND BOOK 9 , TELEPHONE PAGE 5 8 6 , AND OF TELEGRAPH COMPANY WEST WINDSOR LAND BY RECORDS. (9) EASEMENTS GRANTED TO BBBOOROOOKKWN99S,VIPpLALaGEr Er E3LE1 C2 ,TRnOItCFJ WCNOEEWMSTPEAWNNGYINLDRARSENEOSDSREERTREVLVALEEEDNDPDHtIORhNENCuEWOaAnR&RnDRTTSAENmLTfEYGGRRDAAEPPEHHD rnMDtuv awn CA0NMDPARNEYCOARNDDED IN SUBJECT TO: the RIGHTS-OF-WAY,- NOT SHOWN BY THE PUBTTr Boom*** l;se" S Z S TSHUREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMI^SES Ww nOmULnD R CALiAmIMcSor0oFiTEIAOSEoeMSEBNOTmSiANbDi 00" tie" DmIScCnLmOSE ANADNYWFHAICCHTSAWREHICNHOTASHCOOWRNREBCYT CAMC-Greco-000764 - 164 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320212 FONTAINE, NORMAN OWNED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: Z T v S ' S r TM " raE C0'mTS * WINDS0B " F OFI dL nELh!'Np J kL S^ D ELIZAAm PARKER^HUSBAHD^ANn^ * " GRMW0RS HERETM BY DEED SEPTEMBER 1 3 , 1 9 5 6 AND RECORDED IN WEST WINDSOR i n S J i f ' WHICH DEED IS DATED DPAEGSCER3IB3E0DOAFSTHFOELLLOAWNDS; RECORDS THEREOF AN ITMN WHICH DEEDCLSEARIKD' SPR0FEFMIICSEES TMIS BOOK 1 3 , BEGINNING AT AN IRON PIN SET IN THE rROimn t b ,, NELSON ON THE NORTHERLY EDGE OF THE MAIN HIGHWAY f 0UTHEAST C0RNER OF LAND OF TMHUNDRED^FI F ry ^ 2 SO^FEET^M ORE^OR^LESS^TO ^ " o f S E ^ S o B , 1118TM " F HLAUNNDDROEDF TFHIFETYGRA( Na STOORr;F E E T ^ ^ O R ^ O R ^ E S S 1'1^T AANN IIRRO0N GPRIANNTS ERTAINDISTTHAENCGERO0UFNDTAHNRDEE LHAUNNDDROEDF TSHIXETYGRA(lNeToOrRF;E E T ^ M O R E ^ L E S S ^' TTO AANN IIRR0ON GPRIANNTS ERTA1NDISTTHAENCGREO0UFNDOANNED SUBJECT TO: - . RTHIGEHPTUSB-OLFI-CWARYE, CNOOTR DSHSOWr ^Nr BYEATSHEEM ENTS^^R PUBLIC IBGpHrTnS-oOnFf^WWAMY '^ ^ O ^R C^ LAIMCS N0DFITEI0ANSESMSEHN0TWS NANBDY IN BOUNDARY L IN E S, SHORTAGE OF AREA ENCROACHmTM ^ ( 3 > 'DISCREPANCI e ^T CONFLICTS TSUHREVpEuYbAlNicD RINESCPOERCDTSI.ON OF THE L S s ^ SO WUULLD ^ DsIScCfLn0ScEf AN"D" W^HICH ARWEHICNHOTASHCO0WRRNECBYT CAMC-Greco-000765 - 165 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a FEE PROPERTY thence i HUNDRED nSEVaENSOTYUTH( 2E7R0LY) DIRECTION FEET, ALONG r nr. AND THE NORTHERLY EDGE OF THE AHOVE THE < * A DISTANCE OF TOO " " THE GR TM THENCE IN A WESTERLY DIRECTION ALONG e a r n ,, PEOIGIHNTTYOF(3 B8 0E)GINFENEINTG, . MORE OR LESS ' TTO AANN ITRn0nNM1P^1N S1ETA IDNISTTAHNECGEROOUFNDTHARNEDE THHUENDRED ^r^Y szzzszF'Zss'ssrx? ^ DEEDS AND r e c o r d s"ThL e L ^ oL d ^ rI p L eN ^ AN THE EXCEPTING AND RESERVING FROM THE ABOVF w c ^ td THE TOWN OF WEST WINDSOR TO CONSTRUCT ANn PREMISES A RIGHT CONVEYED TO INSTRUMENT DATED FEBRUARY 23 iq c j awn ^ IN T A IN A CULVERT ON SAID PREMTQFC nv RAGES 2 0 2 -2 0 3 AND THE 18 " ID " *> T O S " TO CONSTRUCT A CHANNEL RELOCATION BY TORTuriM*1* 8 TM T SAID T0WN F WEST WINDSOR RECORDED i n rook 1 3 . FACE " f SA T O ^ N D S ros" " ' " FURTHER EXCEPTING AND RESERVING THE DTrn-i. ,, GRANTED TO NEW ENGLAND TEL. AND TEL m w L WAY F R P0WER BINES AND POLES SBAYIDINSLTARNUDMRENETCODRADTSE. D APRIL 2 9 '^ 11995533 AANND Rp fE^C0RDE^D INCEBNOTORKAL1 V3E, RMPAOGNETSP1U 4B L7 l-l JSEoRFVICE TNHOREMGARNAFNOTNETE,AINITES ANSUDCCBEESVSOERRSL rApN!DI FAO^NGT NA L s 'rfi pFoOm R! r EEyMASNECLEVETSHAENDGRTAHNETI0RRSHHEIERRSE IRNE, LEASE GRANTORS MAY HAVE AGAINST THE GRANTEE FOR n p o o f AN ALL CLAIMS WHICH THE SAID - T C S . '" 1" " TEE ETM GTM thT to^ ltoL y^ hib aAsPsRuImL e I ,ANDI SA65GR,,EE A r e iL BY IT S ACCEPTANCE HEREOF 1S66 assessed - - - - - - = FRO SUBJECT TO: u > EASEMENTS, RIGHTS-OF-WAY REC-fptTM TM RMHTSBo IC REC0RDS! <2 > e a se m e n t s, R I ^ ' 0 F CS r f ANTS AND COm ,ITIONS SHOWN BY , ~ ^ N eT E Z oT abT ^ S S " i = r a 0F TBE TM - r a T i T ^ J S ! 1" * TM " 166 - CAMC-Greco-000766 REDACTED DOCUMENT SCHEDULE 5 . 8 - la SUBJECT TO: FEE PROPERTY U) EASEMENTS GRANTED TO THE TOWN OP WPCT book 13, PAGE 203 AMD 205, OF WEST S S " " EEC RDED IH (2 ) EENAGSELMANEDNTTSELGERPAHNOTNEDE ATONDCTEENLTERGALRAVPHERMCOOMNTPANPYUBBLYIC BOOK 13, PAGE 1 , WEST WINDSOR S RECORDS ,,CORPORATION AND NEW *ND REC0RDED " (3) EASEMENT GRANTED TO CENTRAL um m iw ntmPT,, WAY DEED RECORDED IN BOOK 12,' PAAGGEE 551177' O0FP SWE2S11W0INDCS0ORRP0RLAANTDI0NRECORRDISG. HT-OF- SUBJECT TO: . . ?I C H" T"S - c TM ,ONROdTT 'SHOWTN BlY lTHE^ PTUBrLIC^ RGECO^RDpS- "A"N ^ / ^R <A!'IHjDAI^CS0"ODFITEIAOSEEM--ENTS ANBDY Srm,B0UNDARY LINES' SHORTAGE OP AREA, ENCROACHmTM ^ * i n DISCREPA N C IESf CONFLICTS ^SR^EVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WO^D ^DISTCLO^SE AND WFHAICCHTSAWREHICNHOTASHCO0WRRNECBYT CAMC-Greco-000767 - 167 - REDACTED DOCUMENT S C H E D U L E .5.8-la PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: fee property 320213 OhWatNhEDorn broth ers SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: VERMONT ^DESCRIBED IN THE 00* 1 E TMOSOR AND STATE OF " 0F l TM F raE herein " * from the s ~ -- < r ,, z f s 79-s " OF A STONE WALLTM88 E " FEET' M RE R LESS- T0 TM IRON PIPE SET IN THE CORNER SSTRoAIHGHT8AL7^INE TORSAKPOESINrTa;0INFn T O ^ BWASI' `'A"NDd 'FfE^NC0E" CO*RSNTERN, EAN"D"THETMNSCSEIIGN A THENCE TURNING TO THE fiirm- 1Mn DESS, IN A STRAIGHT LINE AND A L O N G DEGREES 3' W 2887 PEE*- ORE OR the property now or pormerly S d byT tS , 8T0NE BSU" bhich * > THENCP , vhence s ,, is degrees e i i s feet, more or less, along * a s^ tone wIRalTlHtEoFaEKcCoErCnOeRrN- ER; thence S 61 DEGREES W 75 FEET. MORE OR LESS. TO A FENCE CORNER- ' S NCE N 73 DEGREES W 5 FEET. MORE OR LESS. ALONG A STONE WALL TO AN IRON SUBJECT TO: E CAMC-Greco-000768 T C O roiT IO SS " OWN BY F - - - ^ r ^ - 168 - -- O ^A R T ^sd i REDACTED DOCUMENT SCHEDULE 5 .8 - l a PEE PROPERTY GRANTSA^ D GPR 0 P E R T Y ^ MFEONRCEEorCOLRNEESRS );(THE T IE LINE F O BETWEEN PROPERTY OWNED BY THE RAST "^ STAiNCE IS" N 7 5T DEMGRE ES , WP5M63 FSEETETI, N A llllZl?TMm" "p^ " : " * E - = . AND STONE WALL SrTATEc S?EGc OLVE^RN"MENT; IRTs s ; THE Cs 0RNsER 6O F" T*HE P*ROTMPERTY* OP THE UNe IeTeEtD. IZZSI " e^ eT ? nTM " " * " 12 DEGEEES E - -S T A N C E OE I W ,, PEET T 0 GBOUNDi CKEDI,,G " 75 DECREES DISTANCE OP 420 FEET TO A MASKER SET IN THE *G E O TM ; TM " 3" 1 " 21 DEGREES E DISTANCE OP 9 2 0 PEET. TO A MARKER SET IN THE OP WHICH I S N I , LESSEES E 5 ,0 THENCE N 76 DEGREES WEST A DISTANCE OF I K ALTMSET IN THE GROUND; F 126 PEET A STONE WALL, TO A MARKER THENCE NORTHERLY ALONG A STOMP warr . N 2 7 DEGREES W 8 9 5 FEET, MORE OR^LESS^ C RNER' THE ENCLOSURE LINE OF WHICH I S HITE PINE TREE. ON CMNDaI l P R f f l S | * 16 1NC arker i n a s S A D L ,DS EfN Ee Ai r a TS ^ L i i r a Ei :ET' " RE " LE SS' 1 0 A STONE^WALL; DEGREES " * D1STM CE P 950 PEET, MORE OR L E SS , TO A MASKER IN A JUBJECT TO: IfHIOEHTTOS-OB PL-iWn EACY,O RNODTS SHHTOEWj Nr B' Y^ TEHE^ PUS BLTRICIR I O m l'o p C VENAO0T8S CMEDAI""S "OP" E"ASESMSEHNOTWS NANBDY N BOUNDARY L IN E S, SHORTAGE OF AREA E N C R n a ^ i f 3 ) D ISCREPANCIE$? CONFLICTS '>HUERVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PPRREEMMIISSEESS WwoUrnLD HD^ ISCTLSOASENDANADNYWPHAICCHTSARWEHINCOHTAS HCOORWRENCYT - 169 CAMC-Greco-000769 REDACTED DOCUMENT SCHEDULE 5 . 8 - l a fee property 79s DEGREES 3 0 - . A DISTANCE OF 5 ,0 FEET, ,,ORE OR L E SS, TO A MARKER' " 06 E * < * . THE POINT OF BEGINNING. MEANING HEREBY TO CONVEY THE qAMF awn m CONVEYED TO THE GRANTOR BY DEED OF Zl'LENTERPRISES, INC. BY DEED DATED JAN 12 S 7I PREMISES THAT HATHORN BROTHERS 9 3 -9 5 OF THE WEATHERSFIELD LAND RECORDs! ^ ' RECRDED IN BOOK 5 8 , PCS. THERE IS EXCEPTED HEREFROM THAT PA R rn r Znand YVONNE C. THORPE, BY DEED DATED AUGUST 5 1 9 ^ C0NVEYED T0 R<*ERT W. PAGE 3 1 8 OF THE WEATHERSFIELD LAND RECORDS. # ? 5 ' AN REC0RDED IN BOOK 5 2 , BETWEEN THE PARTIES D A T ^ ^ C ^ ^ i TM aL ^ V 0 ' 0^ 1^ 0 LEASE AGREEMENT r i H I ^ c S Y A N c T 1 F R THE D U T Y ' T 0 TM F* tT S atE SUBJECT TO: ( 1 ) N1 9O8T6ICAENDOFREACGORRICDUEDLTUINRABLOOAKND68FORPEASGTELAND USF Vv aArLrUnE, APPRAISAL DATED JUNE 1 0 , (2) CONDITIONS AS TO MAINTENANCE' OF GRAMMA J BM HERW IELD ^AND RECORDS. RICE REALTY CORPORATION TO L thORN BRO TH Epf IN WARRANTY " D OF (3 ) T1H2E, D1E9E7D2 RAENFDERRRECEDORTDOEDININ (2B) oASBOTVE pAGE s f W^ EATHf ERRSIFSIEELSD' LINANCD* RDEACTOE0RDTMS. TM Y POLE RIGHT AND POWER RIGHTS WHICH THF p TM ! EXCEPTI0N AND RESERVATION OF OR THE AMSDEN LIME PUBLIC SSRVICE " (4) THE DEED REFERRED TO IN 2) ABOVE MAKFC jmT HAVE ACROSS SAID PREMISES. (5) QUARRY RIGHTS AND THE RIGHTS TO MaS o t r e ^ ^ L SAID PREMISES WITH THE RIGHTS OF WAY THMCTn T " I E0EUSAERBEVSAf T01I01 * THE U (6 ) - - SUBJECT TO A R^ECTORD^S, .THETGRRANT^EE TIS rTO HBUILTD AiNn"m it m m ' WEATM ERSFIELD --LAND CONVEYED THEREIN AND THE LAND OF THE ^ SD E N LIME^OMPANY^0 1 " 1^ ^ SUBJECT TO: THE PUBLIC r e c o r d s" AND C ND1TI0NS SiWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS- CLAIMS 0P EASEMENTS AND IN Boundary L IN E S, SHORTAGE OF AREA, ENCROA^ENTS AMn a^ SCREPANCE^ CONFLICTS TSHUERVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WFHAICCHTSARE NOTASHCOOWRNREBCYT - 170 - CAMC-Greco-000770 REDACTED DOCUMENT SCHEDULE 5 .8 - l a FEE PROPERTY ( 7 ) EASEMENTS GRANTED TO CENTRAL VERMONT PUBLIC SERVICE CORP BY FASFMpkpp TM eook i 5 ' p m e (8 ) (9) AN? R1GHTS_0F' WAY APPURTENANT THERETO CONVEYED TO LUTHER B. LAND RECORDS.VER S DEED' REC RDED IN B00K 3 1 ' PAGE 2 1 3 , OF WEATHERSFIELD 20(10) TFLOOWWAILGLEIARMIGHBLTAS IRRERSEERCOVERDDEDTOINTHBEOOAKMSDEN LPIiMr rE C, O, M,PTANTMY ,ITMN IT S RREECCEEIIVVEERR*SS ,,DpEfEhD s~ E : r(ID S S S .= n ^ v sa s s s v = r^ = ;jr= -(12) = sxrsrxz. (13) (14) ALRAMENSSEDDREVRNAELCTIOIMORNEDSCO. OFMRPIAGNHYT, SR-OEFC-OWRADYEDCIONNTBAOINOKED29IN' DEED PAGE OF 22 9 J, OWSEEPAHTHCE*RSLFAIEBLEDLL TO (15) (16) (1 7 ) 26?" aGE (18) S k (19) ss-- - be-- m S M m " " BEC0RDED IH B" " s r s i " " iTM e c o o t m c t rTM ih " (20) ? s s s ^ s s - i z s c o k TM b i deed r TM - . SUBJECT TO:- RIGH^TS5--OSF^-WiAiYQ, RNOST? SOHTOfW^N,I^BYS^TiHKE ^P DS BTLRIIcS'B`Spim^f ' TM 00W,,*'UTM TRS CALNADIMC0SN0DFITBIASESMsEhNoTwSn ANbDy 1 BOUNDARY u i N E r SHORTAGE o f TM L S S ' SRD (3 ) ISC R EPA N C IESf CONFLICTS TSUHREVPEUYBALI^C RINECSpO"RD;Si. " ? L " PREMISES WOULD DISCLOSE AN*D" WHICH AR" E N" OT* SH"OW" N B=Y* CAMC-Greco-000771 - 171 - REDACTED DOCUMENT S C H E D U L E 5 . 8 --l a PROPERTY HUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY 320214 MOORE, ALICIA OWNED SURFACE AND MINERAL VERMONT WINDSOR CAND DESCRIPTION: ^ CERTAIN PIECE OF VERMONT, DESCRIBED LAND IN WEATHERSFIELD AS FOLLOWS, VIZ: IN THE COUNTY OF WINDSOR AND-STATE OF ^ESS, WESTERLY FROM THE WEST END OF A B R ID G E ^ Spr c^ ^ 0)CIMATELY i 8 0 ` ' M0RE 0R " " BEING THE NORTHEAST CORNER^OF^THE^PARCEL^BEING^DESCRIBED^^ " " TM THENCE SOUTH 13 DEGREES, 52* EAST 4 4 2 ' MORP no rucc S1EIXNTIINOCNHED (3IN6 "V) OPLUINMEE T3O6 , APNAGIREON1 1 P5 ;IN IN THE CCEmNTTMERLINE OF A UTILITMTY* OEOAOSBEMAETNTHIRTY- CHENCE SOUTH 5 DEGREES 3 7 - WEST 1 4 7 1, MORE OR LESS, TO AN IRON P IN ; ENCE SOUTH 21 DEGREES 2 0 - WEST 1 3 3 - , MOREORLESS,TO AN IRON P IN , (HENCE SOUTH 19 DEGREES 5 7 ' WEST 1 0 3 ' , MOREORLESS,TO AN IRON PIN ; (HENCE SOUTH 38 DEGREES 0 2 ' WEST I l f , MOREORLESS,TO AN IRON P IN ; 'HENCE SOUTH 3 DEGREES 3 5 ' EAST 5 9 5 ' MORE nn , .S6T5A;NDING ON THE BASE LINE OF A UTILITY EEAASSEEMMEENNT^ MENTIONED IN VOL^UME 2# 172, 6 PAGE subject to: *GHPTSTM-OEF-iWAoYR, DNOsT"SHOWN B'Y ST ^sP U^B LIIBCI^R E rtnnsn'oc f" ' TM " 1R3 C*L"AIMCS"0DFITEIA0SNESMSEHNT>STMAND N BOUNDARY LINES, SHORTAGE o f A R ^ E N C R ^ L f , ` 3 ' DISCRERARC I E S - CONFLICTS LmTsis `,^RVE EPYUBALNICD RINESCPOERCDTSI.ON OF T H E S d DISCLOSE AND W*H*IC*H* AWREHINCOHTASHCO0WRRNECBYT - 172 - CAMC-Greco-000772 REDACTED DOCUMENT SCHEDULE 5 . 8 - la , PEE property THENCE SOUTH 16 DEGREES 43* EAST 1 unT,, FENCE along CORNER, the PREVIOUS the westerly l in e of SmEoVoBn ' coURSEs ' arp^" " d"!! LEBSTS' a T0 re dTH- bRlEaEz STOfiES ed line NEARS LA THENCE SOUTH 10 DEGREES, 00* WEST l k h and th e WESTERLV LINE OF LAND NOW TO T O R ^ LARGE ROCK AT the EASTERLY END OF a STONmALL: TM f S ' * L a * s * B-BLAZED LINE TM 4 DRILL H0LE 1H A THENCE NORTH 77 DEGREES 4 1 ' WEST 408' modi? on STONEWALL INTERSECTION; ' LESS, ALONG A STONEWALL TO A THENCE NORTH 78 DEGREES 1 7 ' WEST 389* M nsf on r STONEWALL INTERSECTION; ' E R LESS' ALONG A STONEWALL TO A THENCE SOUTH 5 DEGREES 1 0 ' WEST 7 T u TM , ,, STONEWALL CORNER; ' RE 0R LESS' ALONG A STONEWALL TO A THENCE NORTH 69 DEGREES 2 8 ' WEST 5 6 ' mobs- TM r STONEWALL CORNER; ' RE 0R LESS' ALONG A STONEWALL TO A THENCE SOUTH 24 DEGREES 0 5 ' WEST 14 ' Mnon m , STONEWALL CORNER; ' M RE 0R EESS' ALONG A STONEWALL TO A THENCE NORTH 74 DEGREES 0 7 ' WEST 181' madd ^ WESTERLY END THEREOF; ' RE R LESS' ALONG A STONEWALL TO THE THENCE NORTH 80 DEGREES 0 2 ' WEST 58' Hficu nn OLD FOUNDATION TO THE EASTERLY END OF A STO N EW ALLPASSIN JUST N0RTMERLY OF AN THENCE NORTH 69 DEGREES 3 0 ' WEST 280* unoo or, EXTENTION THEREOF TO AN IRON P IN ; ' M0RE 0R LESS' AL0NG A STONEWALL AND AN THENCE NORTH 10 DEGREES 5 1 ' EAST 712' nnu THE SOUTHERLY END OF A STONEWALL;712 * M0RE R LESS' ALONG A RED-BLA2ED LINE TO THENCE NORTH 10 DEGREES 20' EAST 775' mudd ,, IRON p in ; ' RE OR LESS, ALONG A STONEWALL TO AN THENCE NORTH 68 DEGREEBSS 2211 ' WWFEdS'PT ui ntc(o,,, BORE OR LESS, ALONG A RED-BLAZED LINE SUBJECT TO: . . " " " lO B S SHOWN BE CAMC-Greco-000773 - 173 - REDACTED DOCUMENT TO AN IRON PIN ; SCHEDULE 5 .8 - l a PEE PROPERTY THENCE CONTINUING NORTH 68 DEGREES -n > MARK OF THE BRANCH BROOK, THE PREVIOUS iOHMERLI OF HATHORN ENTERPRISES, 13' ' M0RE OR LESS, TO THE HIGH WATER C0DRSES RUN ALONG LANDS NOW OR THENCE NORTHEASTERLY 545' , MORE OR LESS APPROXIMATE LOCATION OF AN OLD DAM; ` ALONG SAID HIGH WATER MARK TO THE THENCE NORTHWESTERLY 15* BROOK; ' more or less, TO THE EASTERLY BANK OF SAID BRANCH THENCE NORTHEASTERLY 545*, MORE OR LESS LESS, ALONG SAID EASTERLY BANK; ~ THENCE NORTH 28 DEGREES 40 ' EASSTT 88(01' ' uMn0nRE 0R LESS, TO AN IRON P IN ; THENCE CONTINUING NORTH 28 DEGREES 40' EAST 136- ' _ EAST 136 ' M0RE OR LESS, TO AN IRON PIN ; THENCE NORTH 18 DDEFGPPRFEFECS 2o9q<' EAST 341 , MORE OR LESS; tJ1THENCE NORTH 11 DEGREES 3 5 ' EAST 192* u n ci. ,, SOUTHERLY RIGHT-OF-WAY LIMIT OF VERMONT nnn LESS' T0 AN IR N PIN ON THE ARE MARKED BY A RED-BLAZED LINE AND RUN ALOMr m,,3 1 ' THE PREVI0US FOUR COURSES f RMER" OF THOMAS J , AND " STM >" OF L A N D S OF BEGINNING" 1,1 1 ,2 5 0 ' " 0RE R LESS' AL0HG " ID RIGHT-OF-WAY LIM IT TO THE PLACE Ai fNpD FIFr ToYTM-ONEo TM(5 1 ,GOFl STHVEf o I?V f NS DTMS m J1 S" I1-CsNTA<I'' S> 1F2O5 RATCYR-SEESV' ENM0R(4E7) * FiDINtSSy ',TMAN?D MADE TO A SURVEY ENTITLED, "A PORTION op ^ THEHSFIELD- REFERENCE IS HEREBY B ^ ' aI S S r TM ; " -- VERMONT^StravEYS^DRAWING ALICIA MOORe " THE^RANt " ^ ^ TM S andT " " CONVEYED TO CLIFTON w . MOORE GINALD k . MOORE AND CHARLOTTE JUNEMoeoe ^ WIFE' BY WARRANTY DEED OF " TOWN OF WEATHERSFIELD LAND R E C O R D s T v O L ^ fi H f p A , 9 , 5 ; A"D RE" RBE TM SUBJECT TO; pHass-srrz CAMC-Greco-000774 - 174 - REDACTED DOCUMENT SUBJECT TO: SCHEDULE 5 . 8 - l a FEE PROPERTY ( 1 ) NOTICE OF AGRICULTURAL AND FOREST LAND USE VALUE ADPP&t c it ,, 1986 AND RECORDED IN BOOK 6 8 , PAGE 3 8 5 , OF WEATHERSFIELD LAND RECORDS.1 ^ ( 2 ) TERMS AND CONDITIONS OF LAND U SE P e r m t -p m and RECORDED IN BOOK 5 6 , PAGE 4 7 2 , OF W E A T H E R F O R D ^ ( 3 ) EASEMENTS GRANTED TO CENTRAL VERMONT PUBLIC SERVICE corporaTM TM DEEDS RECORDED IN BOOK 5 2 . PAGE U 2 , AND B " " " WEATHERSFIELD LAND RECORDS. J PAGE 1 7 1 ' 0F (5) e" " i " 3 I ? p^ u s ^ tS T f INC- B " " TM r DEED (6 ) ATETHLHEREEAIGNPWORHAORTRP-ROEMAFRNO-TTWOYYRAEOYD, FEWDEWDAHTIICNEOHDDFSMMOCALRAYYI,FTAB2OE0NS,UCRHM1VE9OEC6OYK7ROE,ERDOAWBNFYDILRLREACELHOVIACRIEVDIWAEIINNTMGOOBOOTDROHEEKETTEODR4 E3MFE,IRNDAPE. AN. GCEIETS 1 MOORE AND 4 1 , CONTAINS IS AFFECTS SUBJECT TO: RIWNIGBKO^TUSN-TODFAR-RWYKALS DI, N NEBOST.D SSH^HOOWR^TNArGBIETa oTsHEf^P r .D T B L S ' o , "TM ITMc 'p w3vRipDnS ^! "l! *D1 ' <3 1) R3DC"ISLCARIMESPA0NFCIEE<ASS?EMCOSENN'TF*SLTMICANTBDYS TSUHREVEPYUBALNICD RINECSPOERCDTS ION " S E^TMP MRIS^ESS WOOLD DISCLOMSEDAN"D" WTMHIC" HSARE'ONHOT SHCOOWRNRECBYT CAMC-Greco-000775 - 175 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: PEE PROPERTY 320216 MCGEARY, FRANCIS A. OWNED SURFACE VERMONT WINDSOR BAND DESCRIPTION: MMCCGGEEAARnYv Ti nO EASTCE0NRVNEYMEADGNESIAM ETDALCDACTOED, JUINNCE ' PAGE 8 9 , TOWN OF CHESTER LAND RECORDS * ' 1 9 5 6 BETWEEN FRANCIS RECORDED IN BOOK 3 8 , A. SUBJECT TO: CAMC-Greco-000776 - 176 - COmTMTM SHOWK BY REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: FEE PROPERTY NEW FONTAINE OWNED SURFACE AND MINERAL VERMONT WINDSOR I*AND DESCRIPTION: WARRANTY DEED DATED MARCH ioo-> ,, BEVERLY P. FONTAINE; GARY DEAN FONTATHP^ N0RMAN H - FONTAINE AND P ^ p f f DS "INDS0R MIKERA" c o R r o S m S L f E HM 'E&D- G!,ANT0R- - TM ? 5 0F the w st " " s s r " ." s s MARKEd ' by ^ TW RS ^ E L CS r r S?ONEAWALL?F AT A P0IN* PIPE, WHICH IRON PIPE IS LOCATED NOR^h P0INT BY AN IRON PEE! FROM THE NORTHEAST S d e g r e e s 30' WEST, 933.6 BROOK" SO-CALLED; U B D S F FONTAINE AND THE "MILE THENCE TURNING AND PROCEEDING SOUTH , rTM. OF 3000.0 FEET ALONG LANDS BEING O F ^ o T fee"? ALOHgT n d r ING NOBTH " " TM BAR THE NORTHERlT e n ^ o " s J o N E " 30- WEST 1 distance POINT; DISTANCE POINT SUBJECT TO: . ( I ) e a s e m e n t s , r i g h t s -o f -w h v S S S 6. " " ' ( 2 > " S" B R T S r i H S o p CS I f AN,'S " D CO " " ONS SHOWN By CAMC-Greco-000777 - 177 - REDACTED DOCUMENT SCHEDULE 5 . 8 - l a PEE PROPERTY THENCE TURNING AND PROCEEDTNF nnnrmr . . OF 1 0 0 1 .0 FEET PARTIALLY ALONG A STONE W A L L ^N n T = L 0F SALTER AND " " - TM " or * A DISTANCE ^ " F0R P .C ., ENTITLED^"BOUNDARY S U R V E ^F O N T A IN E ^ BRUN0 ASSOCIATES' INC. WINDSOR COUNTY, VERMONT, FOR CYPRUS WINDSnn^?1" WEST WINDS0R' DjAENCDEMRBEERCO2R0D,S. 1991 AND ABOUT TO BBEE RREECC0ERDDEEDD IN the C west WR PIN*D"SODRATED T X S 7 " -- * FONTAINE AND 3 PRITCHARD, GARY DEAN FONTAINE AND F0NTAINE' NANCY 1 9 8 9 AND RECORDED ON FEBRUARY 23 19HQ rf E R0NDEAU DATED FEBRUARY THE WEST WINDSOR LAND R EC O R ^f 8 0 0 8 4 1 ' RAGES 4 5 0 -4 5 1 !RPDRSEMTISHEESR EBE^IDNRGEf CLOrNeVDEYTEOD.FORDf ESoRENpAARRTTIICCUULLASRADNDESTCHREIPTDIEOEN SOAFND JECT TO: ' A) ) C) S 7 DTM ES 7 A r TM S s "BLlc SESVICE may 2 6 , 1 9 6 6 ; VOLUME 1 6 , PAGE 47 DECEMBER 1 3 , 1 9 6 3 ; VOLUME 1 5 , PAGE 22 NOVEMBER 5 , 1 9 6 3 ; VOLUME 1 5 , PAGE 5 ) RIGHTS AND EASEMENTS CONVEYED TO OFM-PDar CDEOERDPODRAATTEIODNAUAGNDUSTNEW6 , EN1 9G6L2ANADimT E L E P H O NTEETLETGFRA^PfH COMPANYSERBYVICE OF the west w in m o I ,, 7 IN V0lume 1 5 ' s, 1 - 7 Ar KS 7 f s 7 7 o ,, Er Tom op wkt TM 'ECT TO: PUBLIC RECORDS, . ( 2 ) EASEMENTS, R I M K 'of 2 S AKD SHOWN BY TS-OF-W AY, NOT SHOWN BY THE PUBLIC RECORDS- aw '/ - ? R CLAIMS 0 P EASEMENTS AND OUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AMn a ^ SCREPANC1E S' CONFLICTS ****EY AND INSPECTION OF THE PREMISES WOULD PACTS WHICH A CORRECT PUBLIC RECORDS. 0ULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000778 - 178 - ,, i. / REDACTED DOCUMENT SCHEDULE S . 8 - l a FEE PROPERTY A) FEBRUARY 2 3 , 1 9 5 4 ; VOLUME 1 3 , PAGE 205 B ) FEBRUARY 2 3 , 1 9 5 4 ; VOLUME 1 3 , PAGE 202 4) RIGHTS AND EASMENTS CONVEYED TO 1 8 , 19 72 AND RECORDED IN VOLUME LAND RECORDS. MATTESON 1 9 , PAGE BY 34 DEED DATED OCTOBER OF THE WEST WINDSOR 5 ) PROTECTIVE COVENANTS, DATED OCTOBER 1 6 , 19 87 AND RECORDED VOLUME 3 9 , PAGE 3 0 5 OF THE WEST WINDSOR LAND RECORDS 6) RIGHTS AND EASEMENTS CONVEYED TO FONTAINE BY 2 0 , ,1962 AND RECORDED IN VOLUME 1 4 , PAGE 282 LAND RECORDS. DEED DATED AUGUST OF THE WEST WINDSOR SUBJECT TO: m COVENANTS AND CONDITIONS SHOWN BY cnllrtIN boundary l in e s , shortage op area, encroachments and any pacts m ir a R oe TM 0F THE W0DtD " " * TM - N ~ Y - 179 - CAMC-Greco-000779 REDACTED DOCUMENT CAMC-Greco-000780 15 i REDACTED DOCUMENT SCHEDULE 5 .8 -lb FEE PROPERTY (U npatented M ills it e C laim s) PRPIPONRRPCTOOEOESPRPTUERETARNREYTTTTSYEYTYNUNNTTNMAAYYABMMMPPEEEEEER:::::: 320088 OBWEANVEEDRHEAD MILL SITE MMMOAINDLTILSASONINATE(S) BAND DESCRIPTION: UNPATENTED MILL SITE CLAIM DESCRIBED AS FOLLOBS, 7 ,. ' - T"|I|P n TM ' i m M T i . L i i J ' MPM' MADIS0M cnrim ,vi nn NAME OF CLATM BEAVERHEAD MILL SITE RB1O6EO8OCRKOIGRDINAAPTA2LIO2G1NE AMENDED RECORDATION book page MSEMRCIABL6L6M084NQ. NOTE: ^Patented m illsite Only. claims represent a possessory in terest in surface rights -1- CAMC-Greco-000781 REDACTED DOCUMENT CAMC-Greco-000782 REDACTED DOCUMENT S C H E D U L E 5 . 8 --l c FE E PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: (P aten ted M in in g C laim s) 320054 SILVER GLOSS CLMS. OWNED PAT LODE CLAIM(S) CALIFORNIA SAN BERNARDINO LAND DESCRIPTION:*1 TWO PATENTED CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 20 NORTH, RANGE 9 EAST SECTION 3 4 : (A PORTION THEREOF) SILVER GLOSS LODE CLAIM SILVER GLOSS NO. 1 LODE CLAIM PATENT NO. 1 1 40757 CONTAINING 3 4 .0 8 2 ACRES, MORE OR LESS. 14.193 AC. 19.889 AC. SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY LIN ES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000783 1- - REDACTED DOCUMENT S C H E D U L E 5 . 8 --l c FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: (Patented Mining Claims) OPCST3AAWA2ANLT0LNC0EIFB6DLOE0OARRDNNE&AIACRBDLCIANLIOAMI(MSS) LAND DESCRIPTION: TWO PATENTED LODE MINING CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 19 NORTH, RANGE 8 EAST SECTION 36 (PORTION THEREOF) TTAALLCC AB LLOODDEE CCLLAAIIMM MMSS 66449988 PPAATTEENNTT 11114400775588 CONTAINING 32.423 ACRES, MORE OR LESS. SUBJECT TO: ' ' i n S ^ T C O R D S G m ,m F' "p f "TM TMr . RIC"TSIOT HS-SO' F -Wc A Y , OR ACNLDAIMCOS NODFITEIOASNESMSEHNOTWSNANBYD SINORVBeOTONTDTMARY LIN E?S' SHORTTAAGCPE OnTiT, TM 1E0NCRREOC0ARCDHSMlENTS ANWD ANDYISCFARCETPSANWCHIEICSH, ACOCNOFRLRICECTTS C T TM .I ^ " I0R 0F 1 8 2 PREMISRS C L O S E AND WHICH ARE NOT S H ^ Y CAMC-Greco-000784 2- REDACTED DOCUMENT SCHEDULE 5 . 8 - l c FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: (P atented M ining C la im s) 320095 ' SILVER LAKE MINE OWNED PAT LODE CLAIM(S) CALIFORNIA SAN BERNARDINO BAND DESCRIPTION: THREE PATENTED CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 16 NORTH, RANGE 9 EAST SECTION 1 1 : (PORTION THEREOF) ADDENDA LODE COMPLETION LODE FLORENCE M ILLSITE ' 205'CPAOTUENNTTY, #C1A0 2L9IF0O1R4N, IARECORDED IN BOOK 5 2 0 , PPAAGGEE onq SAN B,,ERNARDINO CONTAINING 4 6 .3 2 ACRES, MORE OR LESS. SUBJECT TO: 2 s e s ? " f CAMC-Greco-000785 - 3- --- shoTM ,, fiSSSrs; " TM REDACTED DOCUMENT SCHEDULE 5 . 8 - l c FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: {P a te n te d M in in g C laim s) 320020 DILLON, CLIFTON OWNED PAT LODE CLAIM( S) MONTANA MADISON LAND DESCRIPTION: THREE PATENTED CLAIMS DESCRIBED AS FOLLOWS TOWNSHIP 8 SOUTH, RANGE 1 WEST SECTIONS 33 i 34: (A PORTION THEREOF) DODGE LODE MINING CLAIM GROVE LODE MINING CLAIM DUGAN LODE MINING CLAIM (A /K /A DOUGAN) SURVEY NO. 6654 SURVEY NO. 8383 SURVEY NO. 8384 CONTAINING 60 ACRES, MORE OR LESS. SUBJECT T O : ssssr CAMC-Greco-000786 4' - REDACTED DOCUMENT SCHEDU LE 5 . 8 - l c FEE PROPERTY (P aten ted M ining C laim s) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320028 LOYCE CLAIMS OWNED PAT LODE CLAIM(S) TEXAS HUDSPETH LAND DESCRIPTION: FIVE PATENTED MINING CLAIMS AS DESCRIBED BELOW: TOWNSHIP 8 , BLOCK 57 SECTIONS 2 2 , 2 3 , AND 2 6 : (PORTION THEREOF) LOYCE NO. 3 LOYCE NO. 4 LOYCE NO. 5 LOYCE NO. 6 LOYCE NO. 7 2 0 .6 1 AC. 2 0 .6 6 AC. 2 0 .6 1 AC. 2 0 .6 6 AC. 1 0 .3 0 AC. MINERAL AWARD M -37258 MINERAL AWARD M -37257 MINERAL AWARD M -37255 MINERAL AWARD M -39587 MINERAL AWARD M -40020 CONTAINING 9 2 .8 4 ACRES, MORE OR LESS. SUBJECT TO: 1) PRODUCTION ROYALTY PAYABLE TO THE STATE OF TEXAS F( PRODUCTION IN ACCORDANCE WITH SECTION 1 , CHAPTER 9 im e 4 oHt im e ^SLATURE; 1 9 3 S ' AND WHICH MAr BE amendi 6.25% OF ACTS OF FROM 2 ) SUBJECT TO AN OVERRIDING ROYALTY INTEREST OF S.35/T O N TO ^AAPPR^IILL 2s 3f, 1958 FROM SOUTHWESTDERENSCTHAIBLECDCIONRPB. EATTNEDRWDILALTIEADM ROSSMAN. SUBJECT TO: ' ` S i * > CONDITIONS SHOWN BY \CLAIMSJlG:HboToSn-OdFb-oWt AY, bi n Ne Os T, SHOWN BY shortage THE op a PrUeB LaICL RcErCSO R DS- e n a n Id ' ,( 3 ) d i s c b e p 0F anc iEeAsS, EMc oENnTfSl i AND cts m mlca|I Ts8uErvPeUy BaLnICd RinECs pOeRcDtSio n o f t h e ^prLeMmI"SEkS WOULD DISCLOSE AND WMHICCHTSARE NOT* SHCO0WRrNa!CBYT CAMC-Greco-000787 5- REDACTED DOCUMENT SCHEDULE 5 . 8 - l c FEE PROPERTY lp a te n te d M ining C laim s) 3 ) MINERAL LEASE BETWEEN CYPRUS MINES CORPORATION LESSOR MsAsRCH* 2"0, 1989. THE LEASEJ0CHONNTAINS A PRIMARY TERM OP 1ft VMDe h ic h can be extended by payment o p myntmT L ^ o^ j e s SUBJECT TO :' ' THE PUBSrRECORDS?OT^ r " M S ^ E N ? r RIRGHTl OPCOVENANTS ^ C0NDITI0NS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RPOnfne R CLAIMS 0F EASEMENTS AND IN BOUNDARY LINES, SHORTAGE OF L c R O A C ^ f , ` J DISCRE^ C IE S , CONFLICTS TSHUERVPEYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES W OULUDLDD^ITSsCrtrjn0ScREDAN*D* *WFHAICCHTSARE NOTASHCO0WRRNEBCYT CAMC-Greco-000788 - 6- REDACTED DOCUMENT SCHEDULE 5 . 8 - l c FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: (P atented M ining C laim s) 320030 SOUTHWESTERN CLMS. OWNED PAT LODE CLAIM(S) TEXAS HUDSPETH LAND DESCRIPTION: EIGHTEEN PATENTED CLAIMS DESCRIBED AS FOLLOWS TOWNSHIP 8, BLOCK 57 SECTIONS 22, 23, 26 (PORTIONS THEREOF) SOUTHWESTERN NO. 1A SOUTHWESTERN NO. IB SOUTHWESTERN NO. 2 SOUTHWESTERN NO. 3 SOUTHWESTERN NO. 4 SOUTHWESTERN NO. 5 SOUTHWESTERN NO. 6 SOUTHWESTERN NO. 7 SOUTHWESTERN NO. 8 SOUTHWESTERN NO. 9 SOUTHWESTERN NO. 10 SOUTHWESTERN NO. 11 ACREAGE 1 0 .0 4 1 0 .0 4 2 0 .6 6 3 .9 6 1 7 .1 0 1 9 .8 5 19.94 2 0 .6 6 2 0 .6 6 2 0 .6 6 1 9 .4 9 2 0 .6 6 PATENT DATE 5 /2 3 /6 0 5 /2 3 /6 0 5 /2 3 /6 0 5 /2 3 /6 0 5 /2 3 /6 0 5 /2 3 /6 0 5 /2 3 /6 0 5 /2 3 /6 0 2 /2 8 /6 2 2 /2 8 /6 2 3 /1 6 /6 5 3 /1 6 /6 5 MINERAL AWARD NO. 43348 43349 43696 43697 43698 43699 43700 43701 46287 47119 50165 50167 SUBJECT TO: PUBLIC 0 R D s f TU ? F a s i l M E S I r i S s ^ O F Cm r i' T * " C0TO I,ri0HS SHOWN B y S ' P* U*BLIC RESCPOERCDTSI.O N OF THE D ISCLOSE AND WHICH AR E N*OTASHCOOWRbNSBY CAMC-Greco-000789 - 7- REDACTED DOCUMENT SCHEDULE 5.8-lc I FEE PROPERTY (P aten ted M ining C laim s) SOUTHWESTERN NO. 12 SOUTHWESTERN NO. 13 SOUTHWESTERN NO. 14 SOUTHWESTERN NO. 15 SOUTHWESTERN NO. 16 SOUTHWESTERN NO. 17 20,-66 18..62 20.66 20.66 20.5J5J 17.72 3/16/65 9/13/79 9/13/79 9/13/79 9/13/79 9/13/79 CONTAINING 301.93 ACRES, M SUBJECT TO: 50166 51389 51390 51391 51392 51393 1) PROEDU5CTION I5N A SC C S ^ "" TM TM s * TM - . 2) s" RPRIO 23, 1958 FROM S O O T H W E S T E RopN*^f TM >- C0RP- AND WILLIAM ROSSMAN. 3) MINERAL LEASE BETWEEN CYPRUS mtmp-c on ROBERT M. BRITTINGHAM AMD ^ f ^ BS 2 ! ? ,A TI0" ' LESS0^ AND H I ^ R C H 20, 1989. THE LEASE CONTAINS A LESSEE' DATED RICH can b e e x t e n d e d b f patm en?1 0oFf miInimu?m^R1ETNET8/RmOoYfAL1T0IE*S.** SDBJECT TO: . . 18 bo^ L T ^ neT E Z " " ^ Essr - - ^ CAMC-Greco-000790 comTMTMs shown bf * ^ T Z \ 3? 0 s s ? 0F -- JT*S = ^ T anT ^ S S 5 - a- REDACTED DOCUMENT SCHEDULE 5 .8 - lc FEE PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: (P aten ted M in in g C laim s) 320029 DAVID CLAIMS OVERRIDING ROYALTY PAT LODE CLAIM( S ) TEXAS HUDSPETH LAND DESCRIPTION: FOUR PATENTED CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 8 , BLOCK 57 SECTION 8: (PORTION THEREOF) DAVID NO. 1 DAVID NO. 2 DAVID NO. 3 DAVID NO. 4 ACREAGE 20.66 20.66 20.66 20.66 PATENT DATE 6 /6 /5 8 6 /6 /5 8 6 /6 /5 8 6 /6 /5 8 CONTAINING 8 2 .6 4 ACRES, MORE OR LESS. SUBJECT TO: MINERAL AWARD NO. M -39583 M -39584 M -39585 M -39586 1) QUITCLAIM DEED FROM CYPRUS MINES CORPORATTOM ESS nar nm-nn SUBJECT TO: J8 PUBLIC RECORDS; (2 ) EA SE M E N T S^r ig h t s ' C NANTS AND CONDITIONS SHOWN BY JINIGBHOTUSN-ODAFR-WYALYI,NENSOT SSHHOOWRNTABCYP TH^ PUBLIC RECORDS; AND (3 )DCISLCARIMEPSANFCI^ESSE, MCEONNTFSLICANTDS **VEY THS PUBLIC RECORDS. AND ANY FA< ^ WHICH A CORRECT ULD DISCL0SE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000791 - 9- REDACTED DOCUMENT CAMC-Greco-000792 17 REDACTED DOCUMENT S C H E D U L E 5 . 8 --2 a M IN E R A L P R O P E R T Y s I PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320162 HOLDEN, HELEN OWNED MINERAL VERMONT ORLEANS IAND DESCRIPTION: OONF L*SEOSYS, CAONNDTAINING ONE " ST BILLU RU0.A5D) 1KAC*EHEES, LHOATLF92OFANLDOTTH9E1,S ALSO TEAT POETION O AID EAST HILL ROAD ^ S L ^ L 2 " T 52 M D TM * NORTHERLY BETWEEN THE SOUTHERLY HALF OF NORTHERLY HALF OF LOT 0P l0T " O m W ? PARTICULARLY DESCRIBED AS FOLLOWS: ^ R AD' AND BEING ORE COMMENCING AT A IRON PIPE DRTVP'M tm n. BETWEEN LOTS 53 AND 91, AND HALF WAV rL - S ^ 0 F R A C0RNER ON THE LOT LINE CORNERS OF SAID LOT 9 1 , S UTH TM " ID NORTHWEsJ 108 RODS TO AN IRON PIPE DRIVEN IN THE GROTTOn r n DEGREES' 45 MINUTES EAST C0RNER'OUTH 72 DEGREES, 35 MINUTES EAST 157 Rnnc mn R * THENCE RUNNING ^GROUND FOR A CORNER AT THE LIMITS OF IR N AXLE DRIVEN IN THE RUNNING SOUTHERLY ALONG THE LIMITS " " R AD' " "L L E D * t S ncE IRON PIPE DRIVEN IN THE G R O uS A C S p f " " 1 0 9 R DS T0 AN MINUTES WEST 178 RODS TO THE PLACE OF rfS L CE N0RTH 14 DEGREES 45 " THE simvEy " TM * " CE ACRES> ^0,BOOK 2 8 , PAGES 1 7 6 - 1 7 7 OCPSF TrHEs Yl L 0 Dr E^ T IER B - 3="0 - *" E- ECOEVOAELDLEYIN CONVEYED BY SAID WALTER H. CLEARY T O T ^ L ! SAID T0WN F TROT' AND DATED DECEMBER 7 , 1933, RECORDED iInN BBOMOK 27, PAGEM1A9R4BLOEFC0SMAPIDAOLTANRDY DEED RECORDS SOBJECT TO: Ai: ***2ZFi^2: TM "-- O W N BY be JS"SSSS *' " "SS^STSSSrSS CAMC-Greco-000793 - i- REDACTED DOCUMENT SCH ED U LE 5 .8 - 2 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: M IN E R A L P R O P E R T Y 320155 G IB BS, LEON ET AL, OWNED MINERAL VERMONT WINDHAM LAND DESCRIPTION: 5EZ" SS.'SE.SS.TSLS'SS S 2= E-GIBBS- OCTOBER 1 6 , 1 9 7 3 AND RECORDED i T botk ^ TTIE M* GIBBS DATED LAND AND RECORDS, AND i n SAID DEED p r e m is e s d e s c r ib e d ^ fo l" D GIBBS BY W ^ m Y ^ E D HOTI T H r a O N ^ ^ Ti i EON E ` G IBBS' SR * AND " T I E M. part herein conveyed M UT 1 9 " - raE u ZSSOOU-CTAHLBLYEDL, ANODHSTOHP^m sT^BT^LM D S^O W O R 'FO R M R TM N0RTH E I " * *H.ILOl NET0MHE>- WEST TOWNSHEND AND LANDS OP ROBERT ANTAYa ! ACK R0AD LEAD1NG T0 cSfLoaiS^lands OP the S t o ^ m? " * 1''TM '5 D" ESCRIBEcD ^PROTPERT^Y AN^D FNROOTOING^^M A^ S TL TM f SOUNDARDYEEODPIETHAE A^BOVE OP 4 0 0 .0 FEET IN WIDTH A L O ^ T O " " A STRIP OF SAND PREMISES, AND ALSO FRONTING 0 T S F TM E AR0VE OESCRIBED v L TM G 3 5 - MINERALS ACRES' " RE LOCATED IN WINDHAM COUNTY, SUBJECT TO: ' m L T " TM r e =o t"^ * bo^ H to"" S ag" oT ar^ rS 2% s s s r " -" A -s s - CAMC-Greco-000794 - 2- a sd c o sd it io n s shown by !3>'`" S S S ^ S S i S S REDACTED DOCUMENT SCH ED U LE 5 . 8 -2 a M IN E R A L P R O P E R T Y ALSO GRANTING TO OMYA, IN C ., OR ITS SUCCESSORS, THE FIRST RIGHT TO SUBJECT TO: PRODUCTION ROYALTY AND AGREEMENT BETWEEN LEON AND OMYA, IN C ., BUYER, MINIMUM ADVANCE ROYALTY AS SET FORTH IN E. GIBBS, JR. AND GLENN C. GIBBS, SELLER, DATED JANUARY 13, 1981 (UNRECORDED). SUBJECT TO: m L ^ R r c O R D S r ^ ir '^ S ^ AND C0NDITI0NS SHOWN BY Rig hBOtsUN- oDAfR- YwaLyI,NEnSot SsHhoOwRTnAGbyE the p u b l ic P F r n f^ F~AWNAY' { 3 )0RDCISLCARIMESPAoNpCIeEaSs, emCOenNtFsLICaTndS TSIU*BVPEUYBaLnICd IN s S lO RECORDS ro ^H E PREMISES WOULD DISCLOSAENANADNYWFHAICCHTSARE NOTASHCOOWRNREBCYT CAMC-Greco-000795 3 REDACTED DOCUMENT SCHEDULE 5 .8 -2 a m in er al property PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320157 STEVENS & THOMPSON OWNED MINERAL VERMONT WINDHAM LAND DESCRIPTION: CERTAIN PARCELS OP LAND SITUATED IN THE TOWNS OP WTwrwaM /-onTM TOWNSEND, IN THE COUNTY OF WINDHAM, " BEGINNING IN WINDHAM AT A STAKE AND STONES IN THE WEST c Tnp o p q DTm LEADING NORTH FROM WINDHAM VILLAGE AT THE N O R TH E A S ^b^ S n2 HIGHWAY TMRBLUAPZEERDT CLAINRELSETOABNOUBYT AVESRMFOOLNLTOMWAS:RBLE BY DEED DATED^OOCCTTOOBBEERR^3O0 , 1 9 3 5 , THENCE IN 1 to * s iw t E " 2- so ^ ; Ec ^ E" r TM ' 159-7 feet ro * spbce 3. S 82 DEGREES W, 169 FEET TO A SPRUCE TREE; THENCE ' E " -" . K i H H r "*2 s " -x-s-s s s . r s r SUBJECT TO: - - * C\ B*HlGBHPTaSB-OSFr-WR AEYC,ONRODTSSrHTO(W2 rN~ ^BSYETMHEP NpTimSrTRIRS^GGHHTTSs~'o0Fp "CWS VA^y' AN0TRS CALNADIMCS0NODFITEIA0NSESMSEHNTWSNANBDY in boundary l in e s sho^ J p REC0RDS; ANG ( 3 ) d is c r e p a n c ie s , c o n f l ic t s PUBLIC r e c o r d si. p r e m isTMe s would d is c l o s"e a n*d" wPh4icChTSa r e not *sh*own Sby - CAMC-Greco-000796 - 4- REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a ' MINERAL PROPERTY 6 . S 15 DEGREES 50 MINUTES W, 462 FEET TO A STAKE AND STONES; THENCE 7. N 57 DEGREES 30 MINUTES W, 1987 FEET TO AN OLD STAKE AND STONES; THENCE 8. N 15 DEGREES 50 MINUTES E, 700 FEET TO AN OLD STAKE AND STONES; THENCE 9. N 59 DEGREES 30 MINUTES W, 534.5 FEET TO A POINT; THENCE 10. N 55 DEGREES 34 MINUTES W, 1798 FEET TO A SPRUCE TREE CORNER; THENCE 11. N 17 DEGREES 30 MINUTES E, 710 FEET TO A STAKE AND STONES; THENCE 12. T STOHES " " 13. " 46 DEGREES 30 MINUTES W, 2870 FEET TO A SDRUCE THEE CORNER, T m y K 14. 15. N 16 DEGREES 10 MINUTES E, 1190 FEET TO A STAKE AND STONES, 16. S 69 DEGREES 10 MINUTES E. 1257 FEET TO A WHITE ASH TREE, 17. S 12 DEGREES 45 MINUTES W, 277.5 FEET TO A FELLOW BIRCH CORNER, 4 ^ 18. S I I DEGREES 30 MINUTES E, 635.5 FEET TO A STAKE AND STONES, THENCE 19. S 28 DEGREES 30 MINUTES W, 1008.3 FEET TO A STAKE AND STONES, THENCE 2 0 . S 59 DEGREES 20 MINUTES W, 447.7 FEET TO A STAKE AND STONES, THENCE 21. L " T0 * P0IHTIN raE N0BTH EINE * 22. S 60 DEGREES 15 MINUTES E, 232 FEET TO AN OLD STAKE AND STONES, THENCE 23. S 57 DEGREES 30 MINUTES E, 2470 FEET TO AN OLD STAKE AND STONES, TM ~ rF SUBJECT TO: Mil lESS*' ^R&IGHTS-OF-WAY, NOT SHOWN BY THE PURT covehmts R CTMLdAIMS 0F EASEMENT<S*>AN=D* TSINHUERVBPOEUYUBNADLNAICDRYRINELSC^PONERECDsT!SI.O0"N" OFaGTHEEOPFR"EMISrEsSjUWwnUmLDn DEISNCTLS0SAEN<3>*ADNDYIWSCFHARICCEHTPSAANR"CE^IECNSO1,1TACSOHCNOOFWRLNRICEBCTYTS CAMC-Greco-000797 - 5- REDACTED DOCUMENT SCH ED U LE 5 .8 - 2 a mineral property i, s 44 DEGREES 15 MINUTES E , 253 FEET TO A POINT; THENCE 2 5 . S 63 DEGREES 3 0 MINUTES E . 256 EEET TO A STAKE AND STONES; TEENCE 26. S , " " * ' 1613 " * POINT IN THE SOUTH LINE OP AN 27. BIRCH STUMP.-^TOENCETM LIBE 0P 5 4 1 0 0LD H0AD 330 FEET TO A WHITE v2 8 . S 5 DEGREES 20 MMIINNUUTTEES; E , u7n2n0 .6c FEET --TO A YELLOW BIRCH TREE; THENCE 29. WBIINRDrHaADMS V^ILLSAl Gi E5T; STH`SENECE? i l 2L ? N ? S TTHHEE^HHIIGGHHWWAAYY^HLEEAD^ING" NO R"THTMFRIOTME 3 0 . SOUTHERLY IN THE WESTPPT v r n o -- WINDHAM VILLAGE ABOUT 4 7 5 FEET TO A LEADING N0RTH FROM TTHHEENCSOEUTHERLY LINE OF LANDS SUUPPPPOOSSEEDD TO BE NOW OREFXOTREMNESRIL0NY OWFESGTEILRELYS; OF 31. s 81 DEGREES 5 MINUTES E . 892 FEET TO A POINT; THENCE 3 2 . N 16 DEGREES 21 MINUTES E / ; k d . F_E_ET TO A BALSAM TREE CORNER; THENCE 33. - S H i S " " * ' 1 3 0 1 - 5 PEET A AT THE INTERSECTION OF 3 4 . N 20 DEGREES 40 MINUTES E , 7 3 0 .4 FEET TO A POINT; THENCE 3 5 . H 2 DEGREES 25 MINUTES E , 213 FEET TO A POINT, THENCE 3 6 . N 53 DEGREES 15 MINUTES W, 56 FEET TO A POINT; THENCE 3 7 . N 29 DEGREES 30 MINUTES W n ,, Dr7, !?THE HIGHWAY LEADING SOUTh ' fROH NORTh" P SUBJECT TO; S i T 1' S s i M E O T S r ^ S l l o F " TM 4 ^ ASD C O m iTIO N S SHOWN BY s t eT s l s oT aS 11^ " " ' -- ' rB S s s s x S rs ^ rS tSHUERVPEUYBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WO0U1L,D0 D ISCLOSE AND WFHAICCHTSARE NOTASHCO0WRRNECBYT CAMC-Greco-000798 - 6- REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a , MINERAL PROPERTY 38. ABOUT 3000 B,EETiTOI^ L s T IL I N E TM iL A m ' s m G S0HTM FRTM ,,OTTH WINDHAM OF MC KELLIP, THENCE LATM SOraOSED TO BE NOW ON FORMERLY 39. S 10 DEGREES 50 MINUTES W, 787 FEET TO A POINT, THENCE 40. S 77 DEGREES 25 MINUTES E, H 4 1 FEET TO A POINT, t w f 41. S 17 DEGREES 10 MINUTES W, 1545 FEET TO A STAKE, THENCE SSS"42. S 72 DEGREES 50 MINUTES E. 174 FEET TO HOLMAN BROOK, tremor R HOLMAN BROOK 1350 FEET TO A STAKE, 44' an'old^road^leading^to^houghtonville^ thence^southmsterly^^444^ " " F 45` S ^ l f S T S S S S T ^ r" y c 0r" S " " ,T0 H00ght0NVILLE, BSD FEET TO A OF THE ROAD NOW " IHE " 46. ALONG RHOADES' BOUNDARY AS FOLLOWS: A) S 10 DEGREES W, 17B9 FEET TO A SPRUCE CORNER, THENCE B) S 69 DEGREES 45 MINUTES E, 1167 FEET TO A POINT,THENCE Cl S 77 DEGREES E, 274 FEET TO A STAKE, THENCE ' D) SI^ " TREMOR o S SBEADINnGc TM ^ 10 * ST0HE FORMERLY TO THE BUTTERS HOUSE, ST B! N 41 DEGREES 30 MINUTES W. 76.6 FEET TO A POINT,THENCE ' F) 91 DEGREES 50 MINUTES 2. B5 FEET TO A BLAC CHERRY TREE, THENCE SUBJECT TO: ^ J ^ S r R K O M S r T? 2 T " M S ^ S ! RI" G S I - O F CS N,iSSR " " C0M>ITITM S SHOWN BY SURVEY AND INSPECTION f" w PUBLIC RECORDS. ^ t 'ACTS "Hire * C O m S J PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000799 - 7- REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a MINERAL PROPERTY G) N 57 DEGREES W, 303 FEET TO A POINT; THENCE . H) 40 MINUTES E' 224 FEET T0 A STAKE IN THE SOUTH LINE ' RHOADES; ^THENCE H UGHT0NVILLE AT THE NORTHEAST CORNER OF LAND OF 47. S ) N 5 4 DEGREES 15 MINUTES E , 8 2 .3 FEET TO A STAKE,- THENCE B) N 14 DEGREES 30 MINUTES E , 1 2 8 .6 FEET TO A STAKE; THENCE C> a" To" ;' E ' 35J-5 " " " 4 " " iT THE D) N 5 DEGREES 30 MINUTES E , 1 9 8 7 FEET TO A CORNER; fI E ) N 59 DEGREES W, 506 FEET TO A FENCE CORNER; THENCE :i1 F ) N 60 DEGREES 40 MINUTES , 3 1 4 .5 FEET TO A CORNER; 4 4 r ~ H . & 11 ss TM "" " * " TM 1 1 asrs 48, TO THE NORTHEAST C O R N r a ^ L M D ^ O N V E S E D ^ I VERMONT^MARBLE^O 3 FEET ROBERT ULBRICH AND WIFE BE DEED DATED S E P T E M B ^ ^ ThS " * " 49. THE HIGHWAY LEADIN"G FROM"a^T "o Sf'JOHN^GOU^n 1100 FEET TLIN"E F THE JAMES WHITE FARM; THENCE LACE T TM E PLACE KN0WN AS SUBJECT TO: ' THE PBLICNRECORDS?HT( 2 r ~ ^ s k E N T S TRIR IG H Ts'n C VENANTS AND CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY T ^ s i l C S o p n o FT Y ' R CLAIMS F AND IN BOUNDARY L IN E S, SHORTAGE o f ^ L c R O A C ^ L f ( 3 ) DISCREPA^ I E S , CONFLICTS IsHuErvPeUy BALNICD RinEsCpOeRcDtSi.o n o f t L OL M^ ISS EeSs WtoOSUlLD^ DISCLOSAEf ANADNYWFHAICCHTSARmEiCNHOTASHCO0WRRNECBYT CAMC-Greco-000800 -8 REDACTED DOCUMENT SCHEDULE 5 . 8 - 2 a MINERAL PROPERTY 50. X TM " YiS.'SSS""" U"E0FSA1DR0ADTTSETM **. 51. 52 MIWWES * ' 2110 FEET 1 0 * " M O o p * STONE 52. N 46 DEGREES 25 MINUTES , 251.5 PEET TO A STAKE AND STONES; THENCE 53. N 26 DEGREES 15 MINUTES W. 717 PEET TO A STAKE AND STONES; THENCE 54. 56 DEGREES 30 MINUTES , 700 PEET TO A STAKE AND STONES; THENCE 55. N 29 DEGREES 20 MINUTES E, 637 PEET TO A POINT; THENCE 55. N 25 DEGREES 40 MINUTES E, 550 PEET TO A STAKE AND STONES, THENCE 57. S 74 DEGREES 40 MINUTES E, 1131 PEET TO A STAKE AND STONES; THENCE 58. N 28 DEGREES E, 350 PEET TO A POINT; THENCE 59. N 20 DEGREES 55 MINUTES E, 372.5 PEET TO A POINT; THENCE 60. N 25 DEGREES 20 MINUTES E, 112 PEET TO A POINT, 61. N 18 DEGREES SO MINUTES E, 176.5 FEET TO A POINT; t TM TM 62. N 24 DEGREES 5 MINUTES E, 310 PEET TO A POINT; TUPNCp 63. N 25 DEGREES 40 MINUTES E, 106 PEET TO A POINT; t- W P 64. N 20 DEGREES 40 MINUTES E, 62.8 FEET TO A POINT; THENCE 65. N 14 DEGREES 25 MINUTES E, 259.3 FEET TO A STAKE AND STONES; THENCE 66. BESTERLY SIDE2OpMANUQLD ROAD^"^TSENCE^ 10 * * ND ST0BES 0N THE SUBJECT TO; - (1 ) EASEMENTS, RIGHTS-OP-WAY restetp-ptomcj THE PUBLIC RECORDS; (2 ) EASEMENTS AN COND^IO N S SHOWN BY Rig h ts - of- way, NOT s w m BY ra s u c R ^ ^ E" TM ', R C" IMS IN BOUNDARY LINES, SHORTAGE of AREA, ENCROACHMEN^ awn fiDISCREPANCIES' C0NFLICTS TSHOERVPEYUBALNICD RINESCPOERDCSTION OF THE PPRREEMMIISSEESS WWOOUrmLDn ^DTIScC^LfOSE ANADNYWFHAICCHTSARWEHICNOHTASHCOOWRNREBCYT " semewk CAMC-Greco-000801 - 9- REDACTED DOCUMENT SCHEDULE 5.8-2a mineral property 67. *" BR0K' 68. S =7 DEGREES 30 MINUTES e . 1S5 EEET TO A STAKE; THENCE SIDE F 69. s 62 DEGREES 20 MINUTES E, 675 PEEm . 70. 71. 72. 73. PEET 1 0 A STAI AND STONES; THENCE s 13 DEGREES 50 MINUTES W, 327 PEP-r <pn ' 327 PEET 1 0 A STAKE AND STONES; THENCE S 75 DEGREES 20 MINUTES F Tit i n o t e s E, 323 FEET TO A CORNER; THENCE S 6 DEGREES 50 MXNUTFt? u i n o t e s , 357 EEET TO A STAKE AND STONES; THENCE 10 " ' SEET TO A POINT; THENCE 74. S 21 DEGREES 43 MINUTES W tin ES 75. SOUTHERLY AND EASTFjjtv 519 * 0 AN o l d ROAD; THENCE -- 0BG " I" OLD ROAD ABOUT 675 EEET TO A POINT; 76. N 1 6 DEGREES 5 MINUTES E, 927 f e p t TM * 77. S 78 DEGREES 50 MINUTES E 7 FEET " A STA- AND STONES; THENCE ,, ES E ' 183-5 78. S 59 DEGREES 59 MINUTES E oor D ,, SO A STAKE AND STONES; THENCE 79. SS 5522 DDEEGGRREEEFS 50 MINUTES P ' icc *c EET T A STAKE AND ST0NES? THENCE n o t e s E, 165.5 EEET TO A STAKE AND STONES; THENCE 80. 61 DEGREES 45 MINUTES E ntTM 81. ' TO * STAKE AND STONES; THENCE "" E - * - TO A STAKE AND STONES; THENCE 82. 8" " E ' 834 FEET A AND STONES, THENCE 83. S 71 DEGREES 30 MINUTFC f n in . 84. ' EET 10 A S T W 'E AND STONES; THENCE 15 DEGREES 50 MINUTES w, !665 EEET TO A STAKE IN A aTAKE IN A WALL; THENCE sBJECT TO: CAMC-Greco-000802 - 10 - REDACTED DOCUMENT SCHEDULE 5 .8 -2 a MINERAL PROPERTY 85. s 81 DEGREES 30 MINUTES E. 532 FEET TO A STAKE IN A W AUL, THENCE 8 6 . EASTERLY 650 FEET TO A STAKE IN A WALL; THENCE 87. S 26 DEGREES W, 296 FEET TO A SPRUCE TREE CORNER; THENCE 88. S 3 DEGREES W, 92 FEET TO A STAKE AND STONES; THENCE 89. s 21 DEGREES CO MINUTES E . 1852.8 FEET TO A STAKE AND STONES, THENCE 90. S 4 DEGREES E, 667.8 FEET TO A STAKE AND STONES; THENCE 91. ^ = 3TM ? hew 'hS : * -- * -- o - 92. = fG ^ " 93. N E ^ E 7I ^ L ^ " "" "" 94. S 80 DEGREES E, 453 FEET TO A CORNER, THENCE 95. N 39 DEGREES 45 MINUTESE, 24.5 FEET TO A CORNER, THENCE 96. S " DEGREES 30 m W 1 T E S E ' 615 TO STAKE AND STONES;T TM .y F 97. S 21 DEGREES 45 MINUTES E, 465 FEET TO A q-raifi? nm LINE OF THE OLD ABANDONED ROAn m L ! ! * STAKE AND STONESIN THENORTH IN THE SAME LINE ABOUT 50 FEET HOUGHTONVILI'E AND CONTINUING THENCE EET T THE SOUTHERLY LINE OF SAID HIGHWAY; 98. road to h o u g h t o n v il le Tt o La p o in ^ m^ i u ^ t L ^ o2 F SAID 0LD ABAND0NED LANDS FORMERLY OF C A D C E ^ E i " TM V ? C0!mER * marble COMPANY DATED DECEMBER 31, !9 1 5! ^ E ET AL TO VERMONT 99. S 14 DEGREES 10 MINDTES W, 969 FEET TO A CORNER; THENCE Subject TO; 31 Stt = CAMC-Greco-000803 * E5 30H0FIEE " E - 11 - TM ' <3" co," s s-TM REDACTED DOCUMENT SCHEDULE 5 . 8 -2 a MINERAL PROPERTY 100. Sal!," 50 MIlroTES 2035 FEET TM " STONE CORNER NEAR AN OLD 101. S 16 DEGREES 15 MINUTES W, 1,50 FEET O A STONE CORNER; THENCE 102. s 14 DEGREES 45 MINUTES W, 1300 FEET TO A CORNER; THENCE 103. NORTHWEST CORNER^fT aNDS'COWiLeiT^VE^ONT0 CRNER IN THE C. CABELL BY DEED DATED JULY 13, 19^; THENCE ^ C0MPAN* T WALTER 104. sLTTM fe^ s z ^ r 33 w- 1 4 3 0 " m * * TO SAID CABELL BY VERMONT MARBLE CO. BY DEED^DATED^II/IO/il^THENCE^33 105. A" tONE. S cEI8E 3 " DEGBEES 20 M1HUTES E' ' TO A STAKE 106. S 27 DEGREES 10 MINUTES W, 106 FEET TO A STAKE AND STONES; THENCE 107. S 59 DEGREES O MINUTES B, 38 FEET TO A STAKE; ^ 108. S ,0 DEGREES 0 MINUTES W, 135 FEET TO A STAKE AND STONES; THENCE 109. S 9 DEGREES ,0 MINUTES E, 1,1 FEET TO A STAKE AND STONES; THENCE 1 1 0 . S 37 DEGREES 30 MINUTES B, 172 FEET TO A STAKE; THENCE 111. S 25 DEGREES ,0 MINUTES B, 72 FEET TO A STAKE; THENCE 112. 3 22 " GEEES M1BDTES "< 90 TO A WHITE BIRCH TREE, THENCE 113. S 37 DEGREES 30 MINUTES w. 112 FEET TO A STAKE; THENCE 114. S 31 DEGREES B, 121 FEET TO A STAKE AND STONES AT END OF WALL; THENCE SUBJECT TO: <1) EASEMENTS, RIGHTS-OF-WAY, RESTRTf'TTnxie ^THE PUBLIC RECORDS; (2 ) EASEMENTS^ R I G O T S -O F -S I v ^ n f C0NDIT* 0NS SHOWN BY W ^ 'RNig hBOt UsN- oDAfR- Yw aLyI, N nEoSt, SsHhoOwRTnAGbEy t h e p u b l ic R E m p n c W A ' 0RDISCCLRAEIMFSA0CFI EeSa,s eCmOeNnFtLsICaTnSd TSUHREVPEUYBALNICD RINESCPOERCDTSI.ON OF THE P R ^ f ^ S S S lD TDISSCfLnOScEf AND W^HICH ARWEHINCOHTASHCOOWRNREBCYT ' CAMC-Greco-000804 - 12 - REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a ' MINERAL PROPERTY 1 1 5 . S 7 DEGREES 30 MINUTES E, 78 FEET TO A POPPLE TREE; THENCE 1 1 6 . S 26 DEGREES 0 MINUTES E , 51 FEET TO A STAKE; THENCE 1 1 7 . S IS DEGREES 0 MINUTES E , 136 FEET TO A STAKE; THENCE 1 1 8 . S 63 DEGREES 10 MINUTES W, 29 FEET TO A STAKE; THENCE 119. o T ^ R ^ i "^ T * 120. S 4 DEGREES 30 MINUTES E , 234 FEET TO A STAKE, TM 121. S 4 DEGREES 45 MINUTES W. 75 FEET TO A YELDOW BIRCH TREE, THENCE 122. S 1 DEGREE 0 MINUTES E , 1 1 9 .5 FEET TO A STAKE, THENCE 123. thL 2 e GREES " " S0T" E ' 592 raET " A SMKE rge BIRCH TREE, 1 2 4 . S 39 DEGREES 0 MINUTES E , 184 FEET TO A STAKE, THENCE 1 2 5 . S 1 DEGREE 3 5 MINUTES E , 226 FEET TO A STAKE, THENCE 1 2 6 . S 79 DEGREES 45 MINUTES E , 232 FEET TO A POINT, 1 2 7 . S 79 DEGREES 15 MINUTES E , 425 FEET TO A SPRUCE CORNER, THENCE 1 2 8 . S 84 DEGREES 20 MINUTES E . 6 6 2 .5 FEET TO A CORNER; THENCE 1 2 9 . S 11 DEGREES 1 5 MINUTES W, 2 7 5 .6 FEET TO A POINT, THENCE 1 3 0 . S 4 DEGREES 15 MINUTES E , 2 2 6 .7 FEET TO A POINT, THENCE 1 3 1 . S 3 DEGREES 3 0 MINUTES W, 2 1 4 FEET TO A POINT, THENCE 1 3 2 . S 17 DEGREES 35 MINUTES W, 169 FEET TO A POINT, THENCE SUBJECT TO: E^IGH^TSB--^ORF-TWCAYO, RNDOST? SHHTO?W2Nr ~BYS sT^HEF NprTrarr R IRR^iGGHHTTSs_'o0FFC''SWVAEYN' ANOTRS cA"l a>imCs0NoDfITeI0aNseSmSeHnOtWs NanBdY in BOUNDARY LINES REC0RDS' A*D (3 ) DISCREPANCIES, CONFLICTS THE PUBLIC RECORDS. PREMISES WOULD DISCLOSE AND W"HICH ARWEHINcOiTASHCOOWRNREBCYT CAMC-Greco-000805 - 13 - REDACTED DOCUMENT SCHEDULE 5.8-2a MINERAL PROPERTY 133 S64 DEGREES 15 MINUTES E, 344 FEET TO A STAKE, THENCE 134. . S76 DEGREES 10 MINUTES E, 217.3 FEET TO A STAKE, THENCE 135. S 33 DEGREES 50 MINUTES E, SS FEET TO A STAKE, THENCE 136. S 15 DEGREES 30 MINUTES W, 278.6 FEET TO A STAKE, . 137. S 15 DEGREES 30 MINUTES B, 1150 FEET TO A BEECH TREE, 138. S 6 DEGREES 5 MINUTES W, 480 FEET TO A STAKE, ' 139. N 85 DEGREES 30 MINUTES E, 1661 FEET TO A STAKE, 140. s 16 DEGREES 20 MINUTES E, 24 FEET; THENCE 141. s 85 DEGREES 25 MINUTES E. 48.5FEET TO A STAKE, 142. 143. S " DEGREES " "IHUTES 3380 TO A SPRUCE CORNER, TPFN-p N 83 DEGREES 0 MINUTES W, 311 FEET TO A CORNER, THENCE 144. S 15 DEGREES 13 MINUTES W, 759.7 FEET TO A POINT, m ~ - p 145. s 2 DEGREES 35 MINUTES E, 76.4 FEET; THENCE 146. 147. 148. * 9 DEGREES 10 MIN0TES 58< 8881 8 STAKE AND STONES, THENCE S 4 DEGREES 10 MINUTES W, 229 5 m n a a w, 3 . 5 FEET TO A STAKE AND STONES; THENCE S 6 DEGREES 45 MINUTES W, 517 FEET TO A STAKE, THENCE 149. S 10 DEGREES 40 MINUTES W, 573 FEET TO A CORNER, THENCE 150. 151. N 76 DEGREES 30 MINUTES W, 164.7 FEET TO A POINT, THENCE N 81 DEGREES W. 779 FEET TO A HITE BIRCH TREE, THENCE SUBJECT TO: IBE ^ ^ r c O R O S - ^ f ' a s r a E ^ Rights-of-way, not shown by the public recordsN boundary lines, shortage of M m JTM " " 'IONS SHOBN BY claims of easements and J discrepancies, conflicts survey and inspection of the pr^ is^s AND ANY FACTS WHICH A correct *HE PUBLIC RECORDS. PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000806. - 14 - i REDACTED DOCUMENT SCHEDULE 5 . 8 --2a MINERAL PROPERTY 1 5 2 . " 83 DEGREES 50 MINUTES W, 5 6 8 .6 FEET TO A BEECH TREE; THENCE 153. l ^ erTM 'r TM L d ;5TM to a yellow " " 154. P ~ T LL L V HE EASTERL!i LINE 0 F SAID 0LD R0AD AB0UT *00 FEET TO A 1 5 5 . S 16 DEGREES 10 MINUTES W, 1 6 7 0 .3 FEET TO A POINT; THENCE 1 5 6 . S 83 DEGREES 35 MINUTES E , 16 97 FEET TO A STAKE AND STONES; THENCE 1 5 7 . S 16 DEGREES 30 MINUTES W, 2 2 18 FEET TO A WHITE BIRCH; THENCE 1 5 8 . S 34 DEGREES 50 MINUTES W, 197 FEET TO A POINT; THENCE 1 5 9 . S 39 DEGREES 15 MINUTES W, 170 FEET TO A POINT; THENCE 1 6 0 . S 59 DEGREES 30 MINUTES W, 558 FEET TO A POINT; THENCE 1 6 1 . S 28 DEGREES 40 MINUTES W, 201 FEET TO WOOLEY BROOK; THENCE 162. 5SSS '^ COMPANY BY DBED DATED DECEMBER 2 2 . 1 9 o i TM 2 'T E TO" 0STM ZT ^" " " " " 1 6 3 . N 82 DEGREES 14 MINUTES W, 866 FEET TO A POINT; THENCE 164. F ^ E ^ V tS T 1159 " " 10 A SI" E " A- ODD 1 6 5 . S 2 5 DEGREES 10 MINUTES W. 17 18 FEET TO A YELLOW BIRCH CORNER, THENCE 1 6 6 . S 29 DEGREES 36 MINUTES W, 351 FEET TO A MAPLE TREE CORNER; THENCE 1 6 7 . s 42 DEGREES W, 1 4 0 FEET TO A STAKE; THENCE 1 6 8 . s 36 DEGREES 26 MINUTES W, 192 FEET TO A POINT IN THE NORTHEASTERLY SUBJECT TO; nvRX*N8IGEBHOpTUuSNb-ODlAFiR-cWYBArLeYIc,NoENrSOdTs?SSHHHTOO^W2RNjT>APB~nYe? aTse^mTaeOnnntB*sLTIBCCIrRRigEhC^t0sRsD,oSHp'^wAf^NtDBB' A,( 3B)TEDMCIS"DCRIHCE0SPNADN1FCTIIE01S,, SCO"NOFWLNICANT0DS tsuhrevPeyUBaLnICd Ri nECOptRoDtSo. o^ L PLREMS ISEe Ss WT OOULSDi f DISCLOSE AN* D" WFHAICCHTSARE "NO T* SHOW N5 B5Y ' CAMC-Greco-000807 - 15 - REDACTED DOCUMENT SCHEDULE 5 .8 --2 a MINERAL PROPERTY l in e OF THE OLD road LEADING NORTHWESTERLY ALONG STILES BROOK; THENCE 169. NORTHWESTERLY ALONG THE NORTTTPC^nTDr v _ SAID STILES BROOK TO THE NORTHWESTERLY connTM ?AID 0I,D RMD AtiD ALONG TSOUWPPNOSSHEEDNDTO BE NOW OB FFOORRMMEERRLLYY OOFF HmOL1DTMEN", ' TTMHENC1E IGNRMGTR0ANFTOONF ALANNDDS 170. S 26 DEGREES W, 1873 FEET TO A HEMLOCK CORNER, THENCE 171. S 17 DEGREES 15 MINUTES W, 56.5 FEET TO A POINT, THENCE 172. S 50 DEGREES 30 MINUTES W, ISO FEET TO A POINT, THENCE 173. S 58 DEGREES 50 MINUTES W, 92 FEET TO A POINT, 174. S 39 DEGREES 30 MINUTES W, 79.5 FEET TO A POINT, T r n ^ p 175. S 30 DEGREES IS MINUTES W, 224.5 FEET TO A POINT, -, 176. S SO DEGREES 40 MINUTES W, 114 FEET TO A POINT, (- - 1 MU hV. 177. S 57 DEGREES 50 MINUTES W. 172 FEET TO A POINT,THENCE 178. N 88 DEGREES W, 599 FEET TO A POINT, THENCE 1| |; i [\ i* &l 179. S 89 DEGREES 25 MINUTESW, 164 FEET TO A POINT, Twwwcp 180. N 80 DEGREES 30 MINUTES W, 103PEETTOA POINT,THENCE ?iL--ej?6.r. 181. N 69 DEGREES 5 MINUTES W. 115 PEET TO A POINT, TM . n p iJ; fa' i% 182. N 76 DEGREES 45 MINUTES W, 120PEETTOA POINT,THENCE 1 $ 183. N 72DEGREES 20 MINUTES W, 114 PEET TO A POINT, THENCE l* 3 184. S 86 DEGREES 5 MINUTES W, 158 FEET TO A POINT, THENCE I f 185. N 15 DEGREES 45 MINUTES E, 904 F* EEEETT TTO0 Aa PoOn nINmT; TmHENCE IN THE TOWN OF 1 ' SUBJECT TO: RMhS BLIC i " CONDITIONS SHOWN BY > ^ arT ^ 800" 8 ' DISCREPANCY^8^CONFLICTS TsHuErvPeyUBaLnICd RINESCPOERCDTSI.ON0^ T L 0DL E^MII^SESSEWSOUDLDC^DSISCrL^OScEf AND W^HICH ARE NOT^CSOHORWRNECBTY CAMC-Greco-000808 - 16 - REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a , WINDHAM MINERAL p r o p e r t y 186. " 18 BBGREES 5 MINUTES l. 824 FEET TO A p o i n t , THENCE 187. " 0 DEGREES 20 MINUTES E , 62 FEET TO A POINT; THBNCB 188. 77 DEGREES 50 MINUTES W, 178 FEET TO A POINT; THENCE 189. N 81 DECREES 2 5 MINUTES W, 600 FEET TO A POINT; THENCE 190. N 83 DECREES 2 5 MINUTES W, 355 FEET TO A POINT; THENCE 191. 192. N 79 DEGREES 35 MINUTES W, 227 FEET TO A POINT; THENCE S 89 DEGREES W, 174.5 FEET TO A POINT; THENCE 193. S 89 DEGREES 10 MINUTES w, 2 12 FEET TO A POINT; THENCE 194. 77 DEGREES 5 MINUTES N. 219 FEET TO A POINT, THENCE 195. N 82 DEGREES 25 MINUTES W. 258 FEETTO APOINT, THENCE 196. s 79 DEGREES 25 MINUTES W 1->n m TM . VERMONT MARBLE COMPAQ'S TENNEY QUARRY " STERtI HOT! OF 197. IN THE EASTERLY LINE OF SAID QUARRY LOT, A) N 4 DEGREES 40 MINUTES E. 87.5 FEET TO A CHERRY TREE, THENCE B) N 20 DEGREES 10 MINUTES E, 342.7FEET TO A STAKE, THENCE C ) N 10 DEGREES 40 MINUTE*? P ion M1KUTES E - 120 FEET TO A STAKE; THENCE D) N 23 DEGREES 25 MINUTES F t o t or,TM.. m N U T E S E ' 127 FEET TO A STAKE; THENCE E) N 18 DEGREES E, 477 5 p TM , mn . ,, ' //.5 FEET TO A STAKE; THENCE F) N 16 DEGREES 41 MINUTES f 7 on n-r,TM ' FEET TO A STAKE AND STONES; THENCE SUBJECT TO: i- HT ^ F' " B ^ ',1IB IbS 'S ^ )F -B A Y NAHoh " -- Is I^ ^r~ oT a X ^ S n ^ RECORDS?^ 0F " * CAMC-Greco-000809 17 - SHOWN BY REDACTED DOCUMENT S C H E D U LE 5 . 8 --2 a mineral property 1 9 8 . N 16 DEGREES 4 MINUTES E fine 0*= OLD HIGHWAY; THENCE ' ^ TO A POINT ON THE NORTH LINE OF AN J s s r . - s r i * TM * 2 0 0 . DUE NORTH 200 FEET TO A SSTTAAKKEE AiMNDn STONES; THENCE 2 0 1 . N 26 DEGREES 25 MINUTES w ,, LINE o f a n OLD RANCH ROAd ' kNOW^ TM THE EASTERLY *" ~ - , l n B op SAID E0 I l L B0AD! *" ~ TM ,, UHE 0P SAID Z 370 EEET ro A Taa,cE 0EE**TM504 " 33 W. 370 FEET TO AABBEEEECCHH CCOORNER^; TH3E7N0CE^ 2 0 5 . N 10 DEGREES 1 0 MINUTES p ^ STM E' I M - * 30 MZNUTES 5 U Z " S SProCE COm BR! THESCB , W - N u DECREES e . 70S FEET TO A BALASAiMl TCO#RN^ER; THENCC0EM B R '' 3 0 3 - 75 DEGREES 0 0 MINUTES E , 2 8 , FEET TO A MAPrp 22Q0q9 . ,,N 16 DEGREES 30 MINUTES E n * ,, T0 A " APLE CORNER; THENCE 210 SS 8833 DDEPGr REES 30 MINUTES E f 97-s ET TO A SPRUCE CORNER; THENCE ~ r p " " 3 U . OETHEBET ALONG SAID ROAD ABOUT AS FOLLOWS: MD SHMES A) N 10 DEGREES 10 MMIINNUUTTEESS u 254 f e e t TO A POINT, THENCE ' 6 DEGREES 30 MINUTES w n o S 110 PEET = A POINT, THENCE SOBCTBCT TO: ^1) EASEMENTS DTPum STHEvRfUBLAZNCD RECORDS AND C 0NDITI0N SHOWN BY BXCR^ PREMISES eWncr^oac^DISC^LOSEdA,a^ S v ^ f a rcelENSO'TAcSoHCnO0pWRbRNicEBtCYeT - - 18 - CAMC-Greco-000810 REDACTED DOCUMENT SCHEDULE 5 .8 -2 a m in e r a l property C) N 11 DEGREES 10 MINUTES W, 9 5 t FpEEEpmT TO A nPnO-rINT; THEN'CE D> TM LcDf REES 30 MINDTES 1 3 9 AN OLD STAKE AND STONES, 212. " 80 30 K l m S 293 TO A SPRUCE, THENCE 213. " 78 DEGREES 20 MINUTES W, 260 FEET TO A POINT, THENCE 214. N 68 DEGREES w, 163 FEET TO A SPRUCE CORNER, THENCE 215. N 77 DEGREES 10 MINUTES W, 1 4 4 FEFT -rn * ft 0 A O-SHAPED SPRUCE TREE? THENCE 216. S 74 DEGREES 10 MINUUTlLESS WW, 262.5a FEET ,,TO A CORNER; THENCE 217. S 46 DEGREES 30 MINUTES W S W' 17 7 c 1 7 7 *6 FEET TO A POINT; THENCE 218. S 47 DEGREES 50 MMIINNUUTTEESS EE, 1i 270n FnErmEmT TO A POINT; THENCE 219. S 29 DEGREES 10 MINUTES w m in te r s e c tio n w ith another ' stoL ld AN 220. s DEGREES W. 6 FEET TO A POINT, THENCE 221. N 57 DEGREES 20 MINUTES W 3 707 uoTM road leading northwesterly to windham" 222. ?, " " LINE * meas u r e d in a T" ra" IhT ? ineU t o Fs t a k e J1TM " 1' AB0UT 4350 e e e t SUPPOSED TO HE NOW OR FOrZ S " " NU 223. S 56 DEGREES 50 MMIINNIUFTFFEQS Ep , 1t4i 5C6f F._E_ET TO A STAKE; THENCE 224. N 20 DEGREES 30 MMIINNUUTTEESS pE, 2a6. 2. F,, EET TO A STAKE; THENCE 225. 226. " 1 6 " 30 " E' 1 5 0 9 0 A STAKE AND STONES, THENCE 3 08 DEGREES 50 MINUTES E. . . 3 FEET TO A POINT, THENCE SUBJECT TO: | S m s S C,, Z " ^ H^ 2 >F t- records" 8 E CAMC-Greco-000811 - 19 - SBD coni>i t i o n s SHOWN B REDACTED DOCUMENT SC H E D U LE 5 . 8 --2 a MINERAL PROPERTY . 227. 228. ^ ^^ DEGREES 5 "MI`NUuTiEaQa p a, 311 _FEET TO A nrar-tr r-mrTM. U A BLACK WALNUT TREE? THENCE " 14 DEGREES , 178.7 FEET TO A SPRUCE STARE; THENCE WUUiV.. 229. H 12 DEGREESIS MINUTES E, 447 FEET TO A STARE; THENCE 230. " 23 DEGREES15 MINUTES W. 534. S FEET TO A STARE; TEENCE ., 231. ' 70 DEGHEES " m W n i S " * " TO A POINT; THENCE 232. " " " HEES U MIBOTES i50-- TO A STARE; THENCE 233. N 0 DEGREES 30 MINUTES p o a a man MINUTES E, 244 FEET TO A SPRUCE TREE; THENCE 234. 60 DEGREES W, 2169.3 FEET TO A STAKE AND STONES; THENCE 235. 236. SOUTHEASTERLY^CORNER^OF^1LANDS ^CONVEYED A SECTI0N 0F ST0NE WALL TO THE OH3RGE STOWELL BF DEED DATED NOVEMBER 13^ C0MP'U '1 N 13 DEGREES 30 MINUTES E, WALLS; THENCE 237. S 89 DEGREES 15 MINUTES E, STONE WALLS; THENCE 238. N 24 DEGREES 55 MINUTES E, STONE WALLS; THENCE 239. S 62 DEGREES 10 MINUTES E, WALLS; THENCE 240. N 19 DEGREES 30 MINUTES E THENCE ' 241. N 13 DEGREES 20 MINUTES E, thence ' SDBJECT TO: - CONDITIONS SHOWN BF * s CAMC-Greco-000812 r a oe TM -- TM - r r s r s - 20 - REDACTED DOCUMENT SCHEDULE 5 . 8 --2 a MINERAL PROPERTY 2 4 2 . 0 DEGREES 30 MINUTES . 94 FBBT TO THE REECE CORNER.- THENCE 2 4 3 . " 6 8 DEGaEES 2 ' 85 FEET TO A POINT IN THE FENCE, THENCE 2 4 4 . N 54 DEGREES 30 MINUTES W, 295 FEET TO A M aorr mnTlr, CORNER OF LANDS CONVEYED BY VERMONT AT THE ^STER LY DEED DATED SEPTEMBER 1 , 1 9 3 3I ^ S c E C MPANY TO ALICE TAYLOR BY 245. eJ tS ^ d e 'of^ he^HIGgHoWtaAY^ Li^EADINnGg1N^ORT?H FTRHOEMSWT0INNDEHAwMalVllILLaAlGonEg; THENCE 2 4 6 . NORTHERLY IN THE EASTERLY LINE OF THE H Trm iav WINDHAM v i i l a g e a n d i n thh e a st e h e f SE E S 555 S i - of SAID OLD ROAD OPPOSITE ^ C" - d is t a n c e o f S0OTHERLY LINE NORTHEASTERLY LINE OF LANDS CONVEYED Rv f^M^if HEASTERLY 0P ^ CARLETON BY DEED DATED AUGUsS? 15 ^ ^ CMPANY T FRANK *2 4 7 . IN CARLETON S NORTHEASTERr v m m . MINUTES W, 5 8 0 FEET TO A POINT tn n tm * ? 1088 HIGHWAYS N 56 DEGREES 45 LEADING NORTH FROM WINDHAM V IL L A G E ^ ^ H E N C E ^ ^ P ^ HIGHWAY 2 4 8 . SOUTHERLY IN THE W ESTERrv t t v d rm WINDHAM VILLAGE S S S " **" -- THE "HUNTLEY WOOD LOT" cn S f * TO GRAFTON NEAR THE LONDONDERR^LINe " *B E P T ^ 8R TH F THE 0LD ROAD FROM LINE OF SAID HIGHWAY AT THE SOUTHEA^ L S o f AT A P INT IN THE ORTH THE OLD SHERWIN PLACE", AND THENCE ABOUT-^AE FOLLOW^ ^ F RMERLY KN0WN AS 1 - N 37 DEGREES 55 MINUTES E , 131 FEET TO A POINT; THENCE 2 - N 32 DEGREES 50 MINUTES E , 281 FEET TO A CORNER; THENCE SUBJECT TO: . . " C R E o H D S ^ r S s ^ ^ S gS I - O f S S ' ^ r " " " " S SHOWN BY s s k j t = * s s s r 0F i h e ' C r r r : s * ; CAMC_-Greco-000813 - 21 - REDACTED DOCUMENT SCHEDULE 5 .8 - 2 a MINERAL PROPERTY 3 . s 60 DEGREES 20 MINUTES E , 158 FEET TO A CORNER; T ^ - v p 4 . N 21 DEGREES 40 MINUTES E , 1 2 3 5 FEET TO A CORNER, THENCE 5 . S 50 DEGREES 10 MINUTES E , 524 FEET TO A CORNER; THENCE 5 5,5.EE?6. SAID ' 1223 10*P01BT" " W DINE OF 7 . WESTERN AEONC SAID HIGHWAY 1 0 0 0 FEET TO THE PEACE OF BEGINNING. SLTEOANDEINSGINSOTUHTEHWWEESSTTEERRLLIYf SrImDEI'wOmFdS^AIDWvHj SlC m elv ^aBm K l i r a i ^ AATT TA 'L8AZEFD STAKTE0W1A'NDE0TM CW<TMSUPPOSED TO BE NOW OR FORMERLY OF Lp OF LANDS (NOTE: GREEN MTN TALC CORP. CONVEYED 2 AB0UT AS f LLOWS! 1 . NSTO5 7NEDEWGARLELE;STH30ENMCEI ^ tH ^ " fFeETET T^ * TMC0RNERSTAT1 0THE END OFTM THE3 1 ) 2 ' L S o f S S S . " MITOIES 610 PEET n STONES EAST OF A 3 - N 1 7 DEGREES 15 MINUTES E , 2 0 3 5 FEET TO A BLAZED TREE; THENCE 4 ` LINE;^THENCE " *" E ' 1 0 F *> S1UNE CORNER IN A BLAZED 5 . N 31 DEGREES 15 MINUTES E , 3 6 0 FEET TO A BLAZED STAKE, THENCE 6 . S 61 DEGREES 15 MINUTES E . 40 FEET TO A BLAZED STAKE; THENCE SUBJECT TO; smm TIHLTHE P U B ^ R r c 0 R D S r T? 2 r ~ S s ^ N ? r R IS G H ^ ' n C0VENANTS AND CONDITIONS SHOWN BY rights- of- way, not Bf t jc CLAIMS 0P AND JODW aRI LIN E S, SHORTAGE OF AREA L c S TM TM (3 ) DISCREPANC IES, CONFLICTS JTHj ?EVPEUyBALNICD rINe Sc PoErCdTsI,ON OF TTHHEE PPRREEMMyISSEESS WwOnUnLrDACHDMIESNCTLSOSAENDANADNYWFHAICCHTSARWEHINCOHTASHCOOWRNREBCYT CAMC-Greco-000814 - 22 - REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a MINERAL PROPERTY 7 . N 16 DEGREES 55 MINUTES E , 16 30 FEET TO AN OLD STAKE AND STONES; THENCE 8 . S 58 DEGREES E , 1 2 8 0 FEET TO THE WESTERLY SIDE OF SAID HIGHWAY; THENCE 9 . SOUTHERLY IN THE WESTERLY SIDE OF SAID HIGHWAY TO THE PLACE OF BEGINNING. _ EXCLUDING, HOWEVER, FROM THE ABOVE THE FOLLOWING; A) A TRIANGULAR PLOT OF LAND IN GRAFTON OF ABOUT THREE ACRES ALONG THE EASTERLY LINE OF THE "HAKEY LOT", SO-CALLED, CONVEYED BY THE GOODELL LUMBER CORPORATION TO VERMONT MARBLE COMPANY BY DEED DATED DECEMBER 1 5 , 1 9 0 5 AND RECORDED IN GRAFTON LAND RECORDS IN BOOK 1 8 , PAGE 1 2 7 ; B) THE "MORRISON LOT", SO-CALLED, IN WINDHAM, LYING SOUTH OF THE "STEWART LOT", SO-CALLED, CONVEYED TO VERMONT MARBLE COMPANY BY IZETTA M. STEWART BY DEED DATED JULY 1 , 1 9 2 0 AND RECORDED IN WINDHAM LAND RECORDS IN BOOK 1 2 , PAGE 5 2 0 , SAID MORRISON LOT BEING BOUNDED EASTERLY AND SOUTHERLY BY LANDS FORMERLY OF ROBBINS AND WESTERLY BY THE BRINTNALL LAND, SO-CALLED; C) THE HOUSE LOT IN WIHNDHAM CONVYED TO ALEXANDER ST . LOUIS BY VERMONT MARBLE COMPANY BY DEED DATED JULY 2 6 , 1 9 2 9 ; D) ALL HIGHWAYS AND PUBLIC ROADS; THE COURSES AND DISTANCES HEREIN ARE THOSE APPEARING IN DEEDS AND ON MAPS OF VARIOUS DATES AND ARE SUBORDINATE TO THE MONUMENTS, POINTS AND BLAZED LINES BOUNDING SAID LANDS.1 SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000815 - 23 - REDACTED DOCUMENT SCHEDULE 5 .8 - 2 a SUBJECT TO: MINERAL PROPERTY 1 . THE SPRING RIGHT CONVEYED BY VERMONT MARBLE COMPANY TO LELA ND WOOTEN AND WIFE JULY 1 2 , 1938 IN WINDHAM; 2 . THE SPRING RIGHT CONVEYED BY VERMONT MARBLE COMPANY TO FRAN K CARLETON AUGUST 1 5 , 1929 IN WINDHAM; 3 . THE TWO POWER LINE RIGHTS IN WINDHAM CONVEYED TO CENTRAL VE RMONT PUBLIC SERVICE CORPORATION BY DEED DATED AUGUST 2 8 , 1 9 4 6 AN D SEPTEMBER 2 8 , 1 953; 4 . THE POWER LINE RIGHT OF WAY IN WINDHAM CONVEYED TO HALIFAX ELECTRIC COMPANY BY VERMONT MARBLE COMPANY BY DEED DATED NO VEMBER 9, 1945; 5 . ALL THE FENCE AGREEMENTS OF RECORD; 6 . EASEMENTS AND ENCUMBRANCES THAT AN INSPECTION OF THE PROPERTY MAY DISCLOSE, AND EASEMENTS AND ENCUMBRANCES OF RECORD. 7 . QUITCLAIM DEED DATED AUGUST 2 , 1 9 9 1 BY AND BETWEEN GREEN MOUNTAIN TALC CORPORATION, GRANTOR, AND STERLING ANDRUS, GRANTEE, BEING A PART OF THE PREMISES CONVEYED TO WILLIAM B . ANDRUS BY CLIFTON C. LANDMAN AND BERNARD C . STONE BY WARRANTY DEED DATED NOVEMBER 2 5 , 1 9 6 7 , AND RECORDED IN BOOK 1 7 , PAGE 3 0 5 . ' t. 8 . QUITCLAIM DEED DATED OCTOBER 1 0 , 1 9 9 1 BY AND BETWEEN GREEN MOUNTAIN TALC CORPORATION, GRANTOR, AND WILLIAM B . ANDRUS AND FRIEDA ANDRUS, GRANTEE, BEING A PARCEL OF LAND AS SHOWN ON MAP BY DAUCHY ASSOCIATES FOR WILLIAM B . ANDRUS, DATED JANUARY 1 , 1 9 9 1 , DWG. NO. 6 6 - 6 2 - 1 AS MORE PARTICULARLY DESCRIBED THEREIN. SUBJECT TO: ( 1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000816 - 24 - REDACTED DOCUMENT EXPRESSLY EXCEPTING AND RESERVING UNTO VERMONT MARBLE COMPANY, IT S . SUCCESSORS AND A SSIG N S, ALL MARBLE STONE, MINERALS, ORES, OIL AND GAS, AND THE RIGHT FROM TIME TO TIME AND AT ANY TIME, TO TEST AND EXPLORE FOR THE SAME, AND EXTRACT, STORE AND REMOVE THE SAME BY ANY AND ALL MEANS WITH ANY AND ALL TYPES OF EQUIPMENT, STRUCTURES AND F A C IL IT IE S , WITH NECESSARY EASEMENTS AS MAY BE NECESSARY THEREFOR, WITH THE RIGHT TO REMOVE ALL EQUIPMENT, STRUCTURES AND FACILITITES AT ANY TIM E, PROVIDED VERMONT MARBLE COMPANY, IT S SUCCESSORS AND ASIGNS, SHALL PAY FOR ALL DAMAGE CAUSED THEREBY TO STRUCTURES AND THE SUM OF $10 PER ACRE FOR THE LAND SO TAKEN, PLUS THE VALUE OF MERCHANTABLE TIBER AND PULPWOOD THEREON. AND IN FURTHER ASSURANCE THEREOF THE GRANTEE, IT S SUCCESSORS AND ASSIGNS, WILL RECONVEY SO MUCH OF SAID LAND AS MAY BE TAKEN, TO THE GRANTOR, IT S SUCCESSORS AND A SSIG NS, BY PROPER DEED FREE OF ALL LIENS AND ENCUMBRANCES WHATSOEVER ARISING BY, THROUGH OR UNDER THEM. MEANING AND INTENDING HEREBY TO DESCRIBE AND CONVEY ALL LANDS OF VERMONT MARBLE COMPANY IN THE'TOWNS OF WINDHAM, GRAFTON AND TOWNSHEND EXCEPT THE SO-CALLED "TENNEY LOT" OF ABOUT 75 ACRES WEST OF THE OLD ROBBINS FARM, BEING THE SECOND PARCEL DESCRIBED IN A DEED FROM ARTHUR G. BURBEE TO VERMONT MARBLE COMPANY DATED NOVEMBER 3 0 , 1 9 3 1 AND RECORDED IN WINDHAM LAND RECORDS IN BOOK 1 4 , PAGE 1 9 3 , AND EXCEPT THE RESERVED INTERESTS ABOVE DESCRIBED, BEING ALL THE LAND IN SAID TOWNS ABYCQVUEIRRMEDONBTYMVAERRBMLOENCTOMMAPRABNLYE: COMPANY FROM THE F' OLLOWING GRANTORS THAT IS NOW OWNED SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT TSUHREVEPYUBALNICD RINESCPOERCDTSI.ON OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY CAMC-Greco-000817 - 25 - REDACTED DOCUMENT t. SCH ED U LE 5 .8 - 2 a MINERAL PROPERTY WINDHAM LAND RECORDS GOODELL LUMBER CORPORATION JOHN A. & LETTIE M. GOULD GOODELL LUMBER CORPORATION OEL D. PARKER IVERS P. LAWRENCE HARRY A. i, JOHN A. GOULD EVERETT H. CLARK HERBERT I . RHOADES henry wooley esta te LEORA M, STONE emery a . melendy esta te IZETTA M. STEWART JOHN A. GOULD FREEMAN M. INGALLS LILLA A . PAGE, ETAL JOHN A. & LETTIE M. GOULD CORONIE M. & GEORGE W. MORSE MARTHA ROBBINS ARTHUR G. BURBEE JOHN A. GOULD GRAFTON LAND RECORDS DATE 12/15/1905 01/25/1907 12/15/1905 11/26/1917 03/21/1913 12/31/1915 03/23/1917 07/12/1918 12/18/1918 12/22/1919 07/06/1920 0 7 /0 1 /1 9 2 0 01/01/1926 08/02/1921 11/02/1925 11/28/1928 10/27/1928 08/17/1929 11/30/1931 12/31/1915 DATE GOODELL LUMBER CORPORATION OLIVER fi CLARA L . LAWRENCE V. A. WILBUR TOWN OF GRAFTON FRANCIS A. PALMER GEORGIANNA E. ALDRICH, ET AL H .L. & J .A . GOULD (JENNINGS H. L . & J . a . GOULD LO EMERY A. & MELENDY ESTATE IZETTA M. STEWART 12/15/1905 1 0 /2 3 /1 9 0 7 12/22/1906 03/06/1907 01/23/1913 12/20/1916 T)1 2 /3 1 /1 9 1 5 1 2 /3 1 /1 9 1 5 07/06/1920 07/01/1920 BOOK PAGE 12 40 12 70 12 33 11 446 12 309 12 468 11 442 13 513 11 491 13 535 12 522 12 520 13 72 RECORDED 09/13 14 93 13 87 13 86 14 175 14 193 12 402 BOOK PAGE 18 127 18 243 18 181 18 195 20 323 20 432 RECORDED 0 1 /1 7 /1 6 20 401 22 256 22 256 SUBJECT TO: - THE PUBMCNRTC0R D S rTU r ~ S s m E N T r R IRIGHTS' C VENANTS CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THEPUBLIC R E C O R D S "i', F AND XN BOUNDARY LINES SHORTA rp REC0RDS; AND ( 3 ) DISCREPANCIES, CONFLICTS TSUERVPEYUBLIC RECORDS. PREMISES WOULD DISCLOSAEN AND WPHAICCHTSARE NOTASHCOOWRNREBCYT CAMC-Greco-000818 - 26 - REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a MINERAL PROPERTY FRED A . SMITH W. E . & B . W. ALDRICH HENRY H. MERRITT ESTATE BAPTIST CHURCH OF GRAFTON VESTUS A . WILBUR, ET AL EVERETT H. CLARKE MARTHA ROBBINS AUGUSTA LAWTON ALBERT D . LAWTON ESTATE 0 6 /0 4 /1 9 2 0 1 1 /2 6 /1 9 2 0 1 2 /1 8 /1 9 2 5 0 7 /3 0 /1 9 2 7 0 7 /1 9 /1 9 2 7 0 8 /2 5 /1 9 2 8 0 8 /1 7 /1 9 2 9 0 1 /2 5 /1 9 3 6 0 1 /2 5 /1 9 3 6 22 4 2222 282 407 2222 440 438 22 4 7 3 22 4 8 7 24 15 24 447 TOWNSHEND LAND RECORDS DATE BOOK PAGE VESTUS A . WILBUR, ET AL 0 7 /1 9 /1 9 2 7 28 246 REFERENCE I S HEREBY MADE TO THE DEEDS AND RECORDS ABOVE REFERRED TO FOR MORE PARTICULAR DESCRIPTIONS. SUBJECT TO: ( 1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000819 27 REDACTED DOCUMENT SCH ED U LE 5 . 8 -2 a M IN E R A L P R O P E R T Y PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320170 STEVENS & THOMPSON OWNED MINERAL VERMONT WINDHAM LAND DESCRIPTION: A CERTAIN PARCEL OF LAND SITUATED IN THE TOWN OF GRAFTON, VERMONT, AS DESCRIBED BELOW: &BEING ALL AND THE SAME LANDS AND PREMISES CONVEYED TO SMITH D. TURNER BY STEVENS THOMPSON PAPER COMPANY DATED SEPTEMBER 2 8 , 1 9 6 5 , AND RECORDED IN CHESTER LAND RECORDS IN BOOK 41 AT PAGE 459 COMPRISING 1 ,2 5 0 ACRES, MORE OR LESS, AND IN SAID DEED DESCRIBED AS FOLLOWS: THE PREMISES HEREBY CONVEYED ARE A PORTION OF THE PREMISES CONVEYED TO STEVENS & THOMPSON PAPER COMPANY BY VERMONT MARBLE COMPANY BY ITS WARRANTY DEED DATED SEPTEMBER 2 7 , 1 9 5 6 , RECORDED IN THE CHESTER LAND RECORDS. THE PORTION THEREOF HEREBY CONVEYED: COMMENCING AT A STAKE AND STONES IN THE WESTERLY LINE OF THE HIGHWAY LEADING NORTHERLY ALONG WHITMORE BROOK AT THE NORTHEASTERLY CORNER OF LANDS NOW OR FORMERLY OF ONE GOODRICH; THENCE NORTH 72 DEGREES 30 MINUTES WEST, 4 9 0 FEET TO A STAKE AND STONES IN A STONE WALL; THENCE NORTH 9 DEGREES EAST 9 1 .5 FEET TO A STONE WALL CORNER; THENCE NORTH 53 DEGREES WEST 2 8 3 .3 FEET TO A STAKE AND STONES IN A STONE WALL; . THENCE SOUTH 16 DEGREES FIFTEEN MINUTES WEST 1 8 4 FEET TO A CORNER; THENCE NORTH 72 DEGREES 30 MINUTES WEST 6 8 0 FEET TO A STAKE AND STONES; THENCE NORTH 53 DEGREES 40 MINUTES WEST 2 0 3 .5 FEET TO A BASSWOOD TREE; f. THENCE NORTH 48 DEGREES 10 MINUTES WEST 9 3 5 .5 FEET TO A STAKE AND STONES; SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTSrOF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000820 - 28 - REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a MINERAL PROPERTY THENCE NORTH 7 1 DEGREES THENCE SOUTH 18 DEGREES THENCE SOUTH THENCE SOUTH THENCE NORTH 49 19 72 DEGREES DEGREES DEGREES THENCE NORTH 1 7 THENCE NORTH 72 DEGREES DEGREES STAKE AND STONES IN THE A STAKE AND STONES; A STAKE AND STONES; L B .4 FEET TO A STAKE AND STONES; SO-CALLED; THENCE SOUTH 17 DEGREES THENCE NORTH 7 3 DEGREES THENCE NORTH 13 DEGREES THENCE SOUTH 7 6 DEGREES A STONE WALL; THENCE NORTH THENCE NORTH THENCE NORTH THENCE NORTH 19 42 10 22 DEGREES DDEEGGRREEEESS" DEGREES THE SOUTHEAST CORNER OF 6 MINUTES EAST 667 FEET TO A STAKE AND STONES; " MINUTES WEST 36 FEET TO A STAKE AND STONES; MINUTES EAST 2 6 6 FEET TO A STAKE AND STONES; T3H5 E MSIUNMUNTEERS LEOATS,T 7SO7 2-CAFLELEETD;TO A STAKE AND STONES AT THEENACSTE A2 L4O0 NGFEETHT ETOEAASTHELMINLEOCKOFTRTHEEE; SUMNER LOT, NORTH 22 DEGREES 45 MINUTES THENCE NORTH 2 7 DEGREES 10 MINUTES EAST 2 5 7 FEET TO AN OAK TREE; THENCE NORTH 16 DEGREES EAST 388 FEET TO A MAPLE TREE; ' TTTTTTTTTTTTTTTHHHHHHHHHHHHHHHEEEEEEEEEEEEEENENNNNNNNNNNNNNNNOCCCCCCCCCCCCCCCREEEEEEEEEEEEEEETHNNNNNSNNNNNNNEOOOOOOOOOOOOOARURRRRRRRRRRRSTTTTTTTTTTTTTTHHHHHHHHHHHHHC3211~O788634313614500~41212411209RNDDDDDDDDDDDDEDEEEEEEEREEEEEEGGGGGGGGGGGGGRRRRRRORRRRRRREEEEEEEEEEFEEEEEEEEEEEEEEEESSSSSSSSSSTSSSHE3EEE2EE5E1E510A5AAA05A5AASSSSMSSSSMTTTTMTUMTTIMMMNIIINTNN131II18U2NNNOU354U6U31ETUU470T5T0TRETTAEEFEEESFFFESFSFELSSEEEPEEEOAOEEEETEEEESTTATTPAAEETTT;LSTAASSATTOTTTTTSST6ROOOTTOO31A70421AT4A3AA1A2865RW478FUSWEMSEHPTFFE-EFAHISRAFEFEE;TTPHIEUEEKEEETLAEETCTTEEETTTPEBOETTABITTRTTODTOONIARROCORDECHAHAAESEAHAESTE;MTPABTS;BSOTOTIKRLPIRAPORRNREECLKCCEUEEAHKEHAE;SCR;N;ETTADTTNRRTRRDEESRETEEEEEOES;;;ET;N;OENS EAS:T THE SUBJECT TO: I HIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY H E P 0BLj C RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND TS"eUHlREfVTMPEYUBAL0TMFNICD- WRIANELYSCI'PNOENERC0SDTT'SI.OSSNHH00WROTNFAGTBHYEEOTHPFREAEPMRUEIBSAEL, SICENWCROREUOLCDA0CRHDDMSI;ESNCATLNSODASEN( 3DA) NANDDYISWCFHARICCEHTPSAANWRCEHIEINCSOH, TAC_SOHCNOOFWRLNRICEBCTYTS CAMC-Greco-000821 - 29 - REDACTED DOCUMENT SCH ED U LE 5 .8 - 2 a MINERAL PROPERTY THENCE NORTH 24 DEGREES 45 MINUTES EAST 280 FEET TO A MAPLE TREE* THENCE NORTH 14 DEGREES EAST 387 FEET TO A BIRCH TREE" 'THENCE NORTH 18 DEGREES EAST 266 FEET TO A MAPLE TREE CORNER THENCE SOUTH 72 DEGREES 30 MINUTES EAST 1741 FEET TO A POINT- THENCE SOUTH 73 DEGREES EAST 1094 FEET TO A STAKE AND STONES* THENCE NORTH 15 DEGREES 55 MINUTES EAST 1 7 2 1 FEET TO A STAKE*AND STONES* THENCE SOUTH 72 DEGREES 30 MINUTES EAST 1417 FEET TO A STAKE AND STONES" THENCE SOUTH 17 DEGREES WEST 860 FEET TO A STAKE AND STONES THENCE SOUTH 74 DEGREES 10 MINUTES EAST 12 84 FEET TO A STAKE AND STONES* 'THENCE SOUTH 72 DEGREES 10 MINUTES EAST 855 FEET TO A STAKE AND STONES * THENCE SOUTH 17 DEGREES 55 MINUTES WEST 1085 FEET TO A STAKE AND STONES* THENCE NORTH 70 DEGREES 35 MINUTES WEST 421 FEET TO A STAKE AND STONES* 16 TM 10 MINUTES WEST 900 FEET TO A GROUP OF HEMLOCK* THENCE SOUTH 36 DEGREES 45 MINUTES WEST 348 FEET TO A BIRCH TREE* THENCE SOUTH 9 DEGREES 40 MINUTES WEST 524 FEET TO A STAKE AND STONES* TH?RON 1HUN Pp I? PpEp?H 74 DEGREES 25 MINUTES EAST 175 FEET TO A STAKE AND STONES AND TH?ron S S f 15 DEGREES 45 MINUTES 2642 FEET T0 A STAKE AND STONES AND " 5 P P TM 67 DEGREES 30 MINUTES WEST 205 FEET TO A STAKE AND STONES AND THENCE SOUTH 43 DEGREES 15 MINUTES WEST 2 3 1 FEET TO A STAKE AND STONES AT THE NORTHERLY SIDE OF SAID OLD ROAD ALONG WHITMORE BROOK: THENCE SOUTHERLY ALONG SAID OLD ROAD TO A STAKE AND STONES IN THE WESTERLY OF oneSboS eS : R0AD IN THE N0RTHWESTERLY corner o p land or formerly THENCE SOUTH 22 DEGREES 20 MINUTES WEST 1 4 .3 FEET TO A STAKE AND STONES* THENCE SOUTH 56 DEGREES 20 MINUTES EAST 2 5 5 .2 FEET TO A STAKE AND STONES- THENCE SOUTH 7 7 ' DEGREES 50 MINUTES EAST 223 FEET TO A STAKE AND STONES* * THENCE SOUTH 11 DEGREES 30 MINUTES EAST 8 1 .5 FEET TO A STAKE^AND^STONES THENCE SOUTH 13 DEGREES 1 5 MINUTES EAST 1 1 0 .5 FEET TO A STAKE AND^STONES* THENCE SOUTH 74 DEGREES 5MINUTES EAST 2 0 6 .5 FEET TO A POINT* ' THENCE SOUTH 48 DEGREES 10 MINUTES EAST 1 1 3 .8 FEET TO A STAKE AND STONES- THENCE SOUTH 41 DEGREES 10 MINUTES EAST 3 2 1 .5 FEET TO A POINT* * THENCE NORTH 83 DEGREES 5 MINUTES EAST 1 0 7 .7 FEET TO A STAKE AND STONES IN THE WESTERLY LINE OF SAID OLD ROAD ALONG WHITMORE BROOK; SUBJECT TO: IN THP p fm ff^ NTS' RIGHTS~ P_WAY' RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY LIC REC0RDS; t2 ) C E M E N T S , RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS^AND pnrl " F"WAY' N0T SH0WN BY THE PUBLIC RECORDS ; AND ( 3 ) D ISC R E P A I I ^ O N ^ L l S s S U P W ^ 0 ^ 7 L IN E S' SH0RTAGE 0F AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT V tS p u b l c0 records" 0 " 0P THE PREMISES W0ULD DISCL0SE AND ^ E ** TM " CAMC-Greco-000822 - 30 - REDACTED DOCUMENT SCH ED U LE 5 .8 - 2 a M IN E R A L P R O P E R T Y THENCE SOUTHERLY IN THE WESTERLY LINE OF SAID OLD ROAD 410 FEET TO THE PLACE OF BEGINNING. EXCLUDING, HOWEVER, FROM THE ABOVE THE FULLER LOT OF ABOUT 16.6 ACRES LYING WESTERLY OF AND ADJOINING THE OLD ROAD LEADING FROM THE SCHOOL HOUSE PAST WHAT WAS KNOW AS THE WYMAN HOUSE, THE SOUTHERLY LINE OF SAID LOT BEING ABOUT 1650 FEET NORHTERLY IN A STRAIGHT LINE FROM THE HIGHWAY SOUTH OF SAID SCHOOL HOUSE; AND EXCLUDING ALSO ALL HIGHWAYS AND PUBLIC ROADS. SAID PREMISES ARE SUBJECT TO THE RIGHT-OF-WAY TO THE MCGARY LOT, SO-CALLED, NOW SAID TO BE OWNED BY ONE DONNIS. t-f n.i riiin i8 iia M H i% |jiiifiwf Iinw itj i i >ii>r f r ^ ^ !^ j ^ ;t;i!I * S' SUBJECT TO: iinri RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY . PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT URVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY 1HE PUBLIC RECORDS. ' CAMC-Greco-000823 - 31 - REDACTED DOCUMENT PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320163 YAGER, ' OWNED MINERAL VERMONT WINDSOR LAND DESCRIPTION: SCH ED U LE 5 . 8 - 2 a M IN E R A L P R O P E R T Y BEING THE MINERALS AND RIGHTS TO QUARRY AND OTHER INCIDENTAL EASEMENTS CONVEYED TO VERMONT TALC COMPANY BY DEED OF ROBERT G. PARKER AND WIFE DATED JULY 1 3 , 1 9 5 5 AND RECORDED IN CHESTER LAND RECORDS IN BOOK 37 AT PAGE 521 TOGETHER WITH THE MINERAL RIGHTS, RIGHTS-OF-WAY AND RIGHTS TO OPERATE A QUARRY TOGETHER WITH THE GRAVEL BANK, SO-CALLED, AND THE RIGHT-OF-WAY APPURTENANT THERETO CONVEYED TO VERMONT TALC COMPANY BY DEED OF ZELA A. EDSON, ET AL DATED MAY 2 4 , 1 9 5 5 AND RECORDED IN BOOK 37 AT PAGE 522 OF CHESTER LAND RECORDS. REFERENCE IS HEREBY HAD TO SAID DEEDS AND THE RECORDS THEREOF AND THE DEEDS AND RECORDS THEREIN REFERRED FOR A MORE PARTICULAR DESCRIPTION. REFERENCE IS ALSO HAD TO A DEED FROM VERMONT TALC COMPANY TO JAMES T . HAUGH DATED DECEMBER 2 9 , 1 9 5 5 , BOOK 37 PAGE 523 AND FROM JAMES T . HAUGH TO THERON A . YAGER AND WIFE DATED DECEMBER 2 9 , 1 9 5 5 , BOOK 3 7 , PAGE 525 OF CHESTER LAND RECORDS. . SUBJECT TO: 1 . THAT CERTAIN CONVEYANCE DATED MAY 1 9 , 1 9 8 1 TO BUCKSKIN LODGE, AS RECORDED IN VOLUME 6 0 , PAGE 6 3 , RECORDS OF THE TOWN OF WINDHAM. 2 . THAT CERTAIN MINING LEASE DATED DECEMBER 2 0 , 1 9 9 0 BETWEEN GREEN MOUNTAIN TALC COPORATION, LESSOR, AND ANGELO TOMASSO, J R . , LESSEE, MEMORANDUM OF MINING LEASE BEING RECORDED IN BOOK 7 1 , PAGE 459 IN THE LAND RECORDS OF THE TOWN OF CHESTER. LEASED TRACT IS KNOWN AS THE DAY LOT AND THE FLOYD SUMMER LOT, MORE FULLY DESCRIBED IN THE MINING LEASE HEREINABOVE REFERENCED. SUBJECT TO: ( 1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000824 - 32 - REDACTED DOCUMENT SCH ED U LE 5 . 8 - 2 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: MINERAL PROPERTY 320171 GALLUP, OWNED DOROTHY MINERAL VERMONT WINDSOR LAND DESCRIPTION: wDEED TO JOHSN C . MC AL=LISTER2 DATEDnAPRIL= 21 F i q i -, ~ ,,r* = C'E INS H I-S W SD RECORDS OF THE TOWN OF ANDOVER LN BOOK 15 M SAID RIGHTS ARE DESCRIBED AS FOLLOWS: GE 1 6 9 ' IN SAID DEED r a ' ^ s S F DANDR^ H I " ' HH'EB? EESERVE FR0M TOIS CONVEYANCE, STM" ' z z z s z r z z s z s . 2Sc?s s r =2^== s s r -- -- SUBJECT TO: the PUBLi reC O R D S ; ^ ^ ^ COVENANTS AND CONDITIONS SHOWN BY RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORnc R CLAIMS 0F EASEMENTS AND TSINUHREVBEPOYUUBNADLNAICDRYRINELSCIPNOEERCSDT,SI.OSNHOORFTATGHEE ODPF REAMERMIESAIE,AS ENCR uWoOttUtLD DoISSC^LOr ASAENDmANA^DKYNWF^HAISCCHT^SAf WR0 E^HICN3HO' TACS0HCNOOFWRLNRICETCBYTS CAMC-Greco-000825 33 - REDACTED DOCUMENT % SCHEDULE 5 .8 -2 a MINERAL PROPERTY PROPERTY NUMBER PROPERTY NAME INTEREST TYPE PROPERTY TYPE STATE NAME COUNTY NAME 320192 HOWE, SHERMAN M. OWNED MINERAL VERMONT WINDSOR LAND DESCRIPTION: A CERTAIN PIECE OF LAND IN READING IN THE COUNTY OF WINDSOR AND STATE OF VERMONT, DESCRIBED AS FOLLOWS, VIZ: BEING A RIGHT ON THE PART OF THE GRANTEE, ITS SUCCESSORS AND A SSIG N S, TO GO UPON THAT PORTION OF THE GRANTORS' HOMESTEAD PREMISES LYING ADJACENT TO A CERTAIN MINE OR QUARRY OWNED AND OPERATED BY THE GRANTEE JUST NORTHERLY OF THE GRANTORS' PREMISES AND EASTERLY OF THE BROOK WHICH LIES EASTERLY OF THE MAIN HIGHWAY LEADING FROM FELCHVILLE TO WOODSTOCK, INCLUDING HEREWITH THE RIGHT TO GO UPON THE GRANTORS' PREMISES FOR THE PURPOSE OF REMOVING ALL EARTH LYING AS OVERBURDEN UPON THE DEPOSIT OF TALC ON THE GRANTORS' PREMISES, REMOVING SUCH EARTH AND OVERBURDEN AND MAKING ALL NECESSARY OR CONVENIENT EXCAVATIONS, HOLES OR SHAFTS FOR GAINING ACCESS TO THE TALC DEPOSITS UPON THE GRANTORS' LAND AS AFORESAID, REMOVING THE SAME, TOGETHER WITH SUCH WASTE MATERIALS AS MAY BE NEEDED TO BE REMOVED IN PROCURING MARKETABLE TALC, WITH THE RIGHT OF DEPOSITING SUCH WASTE MATERIAL UPON A STRIP OF LAND OWNED BY THE GRANTORS, SAID STRIP BEING 100 FEET WIDE WITH THE SOUTHERLY LINE PARALLEL TO THE GRANTORS' NORTHERLY BOUNDARY LINE AS THE SAME IS LOCATED EASTERLY OF THE HIGHWAY AND BETWEEN SAID HIGHWAY AND SAID BROOK. THIS CONVEYANCE ALSO INCLUDES SUCH RIGHTS OF WAY UPON THE GRANTORS' LAND AS ARE REASONABLY NECESSARY FOR THE GRANTEE, IT S SUCCESSORS AND A SSIG N S, IN EXERCISING THE RIGHTS HEREBY CONVEYED. , THIS CONVEYANCE IS SPECIFICALLY RESTRICTED TO TALC MINING OR QUARRYING OPERATIONS ON THE ONE DEPOSIT IN THE IMMEDIATE VICINITY OF THE GRANTEE'S PRESENT OPERATIONS, AND SHALL NOT BE CONSTRUED AS TO GIVE THE GRANTEE A GENERAL PRIVILEGE OF CARRYING ON OR CONDUCTING SUCH OPERATIONS ON ANY SUBJECT TO: (1 ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; ( 2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND ( 3 ) DISCREPANCIES, CONFLICTS IN BOUNDARY L IN E S, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. CAMC-Greco-000826 - 34 - '-2 A REDACTED DOCUMENT SCHEDULE 5 .8 -2 a M IN E R A L P R O P E R T Y PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320215 CUSHMAN, HELEN EST. OWNED MINERAL VERMONT WINDSOR LAND DESCRIPTION: TSTHAETEFOOLLFOWVEIRNMGODNETS, CDREIBSECDRIBLEADNDASINFOCLALVOEWNSD,ISVHI,Z:IN THE COUNTY OF WINDSOR, AND BEING ALL AND THE SAME LAND AND PREMISES DECREED TO HELEN CUSHMAN ANGLE (A TWO-THIRDS INTEREST) BY DECREE OF DISTRIBUTION IN THE ESTATE OF LESLIE A . CUSHMAN DATED DECEMBER 8 , 1 9 88 AND ABOUT TO BE RECORDED IN THE CFOALVLEONWDISS:H LAND RECORDS, AND MORE PARTICULARLY DESCRIBED THEREIN AS BEING ALL AND THE SAME LAND AND PREMISES RETAINED BY LESLIE CUSHMAN IN 11,8 " --W a S THIS DEED TO EASTERN LUMBER COMPANY, DATED MARCH 2 1 , 1 9 5 1 , AND RECORDED EXCEPTING AND RESERVING FROM THE FORCE OF THIS DEED, ALL RIGHTS TO SPRINGS AND PIPE LINES ACROSS THE ABOVE DESCRIBED PROPERTY HOWEVER ACQUIRED AND ALSO RESERVING THE RIGHT TO ENTER ON THE ABOVE DESCRIBED LPREOSPLEIERTYCUSTHOMQAUNA, RHRYIS AHNDEIRRESMAONVDE ASTSOSNIGENISN. ANY WAY MOST CONVENIENT BY SAID STTMATEEOi NFINHGELETN CCU0NSHVMEYANAALNLGALNEDBYTHDEECSARMEEE OLAFNDDSISTRIBUPTRIEOMNISEINS TDHEECREESETDATTEO TOHFE CAVENDISH1 LCADNSD"MRA'EiCOMRTDESDAN0EDCEMMOBREERPA8R' TI1C9U8L8ARY D"ESOCURTIBETDO ABSE FBOKLOLRODWESO: IB THE BEING ALL AND THE SAME LAND AND PREMISES IN THE TOWN OF CAVENDISH, VERMONT, AS DECREED TO LENA MARY CUSHMAN FROM THE ESTATE OF LESLIE A CUSHMAN, BY DECREE OF DISTRIBUTION OF THE WINDSOR DISTRICT PROBATE COURT SUBJECT TO: f Af f ^ NTS' RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R" IGHTS-Oi Ff-W/A"Y, NOT SHO(W2 )N BYEATSEHME EPNUTBSL' ICRRIGEHCOTSR-DOSF;-"WANADY, ( 3 O) RDCISLCARIMESPAONFCIEEASS,EMCOENNTFSL^IACNTDS RV-- YT ^ ^ ; tS 0R^ E F AREA' ENCR0ACHMENTS AND ANY FACTS WHICH A CORRECT THE^PUBLIC RECORDS PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY _CAMC-Greco-00082Z_ - 36 REDACTED DOCUMENT SCHEDULE 5 .8 -2 a M IN ER A L P R O P E R T Y DATED DECEMBER 8 , 1 9 8 8 , RECORDED IN THE CAVENDISH LAND RECORDS. THIS INTEREST IS A ONE-THIRD INTEREST WHICH WAS ORIGINALLY DECREED TO LENA MARY CUSHMAN BY THE DECREE IN THE ESTATE OF LESLIE A . CUSHMAN DATED DECEMBER 8 , 1 9 8 8 AND REFERENCED ABOVE. SUBJECT TO: U ) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY R_ PUBLIC RECORDS; ( 2 ) EASEMENTS,- RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND SINUURRnVuEUYSN~ADNAFDR~WYIANLYSI'PNENECSTT'IOSSNHH0OWORNFTATGBHYEETOHPFREAEPRMUEIBSAEL, SICENWCROREUOCLDAOCRHDDMSI;ESNCATLNSODASEN( D3A)NADNDYIWSCFHARICCEHTPSAANWRCEHIEICNSHO, TCAOSHCNOOFWRLNRICEBCTYTS 1HE PUBLIC RECORDS. CAMC-Greco-000828 37 REDACTED DOCUMENT CAMC-Greco-000829 18 REDACTED DOCUMENT SCHEDULE 5.8-2b MINERAL PROPERTY (Unpatented M ining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320048 MARS, ETAL. CLAIMS OWNED LODE CLAIM( S ) CALIFORNIA INYO LAND DESCRIPTION: TOWNSHIP 18 SOUTH, RANGE 40 EAST, INYO COUNTY, CALIFORNIA SECTIONS 2 9 ,3 0 ,3 2 : (PORTIONS THEREOF) NAME OF CLAIM MARS #1 MARS #2 MARS #3 MARS #4 MARS #5 MARS #6 MARS #7 MMAARRSS ##89 MMAARRSS FERXATCETNISOIONN TRINITY EXTENSION EAST END ORIGINAL RECORDATION BOOK PAGE 022 272 022 273 023 048 023 049 023 540 023 341 027 360 027 360 038 034 023 047 038 359 055 372 017 291 AMENDED RECORDATION BOOK PAGE 023 336 023 337 023 338 023 339 041 586 041 588 041 589 90 8289 026 001 BLM SERIAL NO, CA MC 41833 CA MC 41834 CA MC 41835 CA MC 41836 CA MC 41837 CA MC 41838 CA MC 41839 CA MC 41840 CA MC 41841 CA MC 41842 CA MC 41843 CA MC 41844 CA MC 41845 NOTE: 0SNUPBAJETCENTTEDTOMINTINHGE CLPAAIRMASMOURNETPRESTEINTTLEA P O SSESSO R Y IN T E R E S T IN M IN ER A L R IG H T S , O F TH E U N IT E D S T A T E S GO VERN M EN T. CAMC-Greco-000830 1 REDACTED DOCUMENT NAME py CLAIM FRISCO FRISCO NUMBER ONE FRISCO NUMBER 2 FRISCO NUMBER 4 EVENING STAR EVENING STAR #2 EVENING STAR #3 EVENING STAR #4 EVENING STAR #5 MORNING STAR MT. WHITNEY VIEW SCHEDU LE 5 .8 -2 b M IN E R A L P R O P E R T Y (Unpatented M ining Claims) ORIGINAL RECORDATION BOOK page 017 291 043 491 055 227 089 467 017 230 056 074 056 075 056 076 056 076 017 229 040 439 AMENDED recordation book PAGE 032 467 023 335 032 334 90 8286 BLM SERIAL NO. CA MC 41846 CA MC 41847 CA MC 41848 CA MC 41849 CA MC 41850 CA MC 41851 CA MC 41852 CA MC 41853 CA MC 41854 CA MC 41855 CA MC 41856 NOTE: ^PATENTED MINING SUBJECT TO THE CLAIMS REPRESENT A PARAMOUNT TITLE POSSESSORY OF THE INTEREST UNITED IN M IN E R A L R IG H T S , STA TES GOVERNM ENT. 2- - CAMC-Greco-000831 REDACTED DOCUMENT SCHEDULE 5 .8 -2 b M IN ER A L P R O P E R T Y (Unpatented Mining Claim s) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320055 WILLOW TALC CLAIMS OWNED LODE CLAIM(S) CALIFORNIA INYO LAND DESCRIPTION: TOWNSHIP 13 SOUTH, RANGE 37 EAST, INYO COUNTY, CALIFORNIA SECTION 3: (PORTIONS THEREOF) NAME OF CLAIM WHITE EAGLE TALC WHITE EAGLE TALC # 2 ' WHITE EAGLE TALC #3 WHITE EAGLE TALC #4 WILLOW TALC #1 WILLOW TALC #2 WILLOW TALC #3 WILLOW TALC #4 WILLOW TALC #5 *WILLOW CREEK MILLSITE ORIGINAL RECORDATION BOOK PAGE 054 599 054 599 054 600 054 600 047 468 047 468 047 469 047 469 047 513 055 473 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO. CA MC 1 2 2 4 2 CA MC 1 2 2 4 3 CA MC 1 2 2 4 4 CA MC 1 2 2 4 5 CA MC 1 2 2 4 7 CA MC 1 2 2 4 8 CA MC 1 2 2 4 9 CA MC 1 2 2 5 0 CA MC 1 2 2 5 1 CA MC 1 2 2 5 4 *MILLSITE CLAIM WHICH REPRESENTS ONLY A POSSESSORY INTEREST TO THE SURFACE, SUBJECT TO THE PARAMOUNT TITLE OF THE U .S . GOVERNMENT. NOTE: USUNBPAJETCETNTEDTOMINTINHGE CLPAAIRMASMOURNETPRESTEINTTLEA POOFSSESTSHOERY IUNNTIETREEDST STINATMESINERAGLOVERRNIGMHETNST,. CAMC-Greco-000832 T j REDACTED DOCUMENT SUBJECT TO: SCHEDULE 5 .8 -2 b M IN E R A L P R O P E R T Y (Unpatented M ining Claims) MINE LEASE BETWEEN ELMER OAKS, LESSOR, AS ASSIGNED, AND WRIGHT H. HUNTLEY, LESSEE, AS ASSIGNED, DATED JULY 12, 1941. ASSIGNMENT DATED JULY 11, 1991 BETWEEN OKUNIEWICZ MINING COMPANY, CYPRUS MINES CORP. AND COMSTOCK INDUSTRIAL MINERALS INC. PERMITS ASSIGNMENT OF MINE LEASE TO COMSTOCK INDUSTRIAL MINERALS INC. CYPRUS MINES RETAINS PRODUCTION ROYALTY PAYMENTS UNDER THIS LEASE. NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000833 - 4- REDACTED DOCUMENT SCHEDULE 5.8--2b MINERAL PROPERTY (Unpatented Mining Claim s) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320186 MT. WHITNEY #1 ET AL OWNED LODE CLAIM(S) CALIFORNIA INYO LAND DESCRIPTION: TOWNSHIP 18 SOUTH, RANGE 40 EAST, INYO COUNTY, CALIFORNIA SECTION 30, 31: (PORTIONS THEREOF) NAME OF CLAIM MT. WHITNEY #1 TRINITY #1 MT. WHITNEY #2 TRINITY #4 ORIGINAL RECORDATION BOOK PAGE 89 8417 89 8418 90 7498 90 7499 AMENDED RECORDATION BOOK PAGE 90 4185 90 4186 90 8287 90 8288 BLM SERIAL NO. CA MC 231883 CA MC 231884 CA MC 239943 CA MC 239944 J NOTE: CAMC-Greco-000834 5 REDACTED DOCUMENT S C H E D U L E 5 . 8 --2 b M IN E R A L P R O P E R T Y (Unpatented M ining Claim s) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320016 RUBY VIEW CLAIMS OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTION: 13 (PORTION THEREOF) NAME OF CLAIM RUBY VIEW RUBY VIEW NO. 2 RUBY VIEW NO. 3 RUBY VIEW NO. 4 RUBY VIEW NO. 5 RUBY VIEW NO. 6 - ORIGINAL RECORDATION BOOK PAGE 166 171 178 157 178 159 181 151 181 153 181 155 AMENDED RECORDATION BOOK PAGE BLM SERIAL N M MC 2 1 0 0 1 M MC 2 1 0 0 2 M MC 2 1 0 0 3 M MC 2 1 0 0 4 M MC 2 1 0 0 5 M MC 2 1 0 0 6 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000835 - 6- REDACTED DOCUMENT SCHEDU LE 5 .8 -2 b M IN E R A L P R O P E R T Y {Unpatented Mining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: AO3W2P0EN0XE2D/B1OSAL CLAIMS MMLOOADNDETISAOCNNALAIM(S) LAND DESCRIPTION: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTIONS 11, 12, 13, 14 (PORTIONS THEREOF) AAAAAAAAAAAAAAAAANPPPPPPPPPPPPPPPAPPEEEEEEEEEEEEEEEEEMXXXXXXXXXXXXXXXXXE #############O####11111198116753421F75642310 CLAIM ORIGINAL RECORDATION BOOR PAGE 178 057 178 059 178 061 178 063 178 065 178 067 178 069 178 071 178 073 178 267 178 269 247 095 247 097 250 290 250 292 261 180 261 182 AMENDED RECORDATION BOOK PAGE 261 150 261 152 261 154 261 156 261 158 261 160 261 162 261 164 261 166 261 168 261 170 261 172 261 174 261 176 261 178 BLM SERIAL NO. M MC 20983 M MC 20984 M MC 20985 M MC 20986 M MC 20987 M MC 20988 M MC 20989 M MC 20990 M MC 20991 M MC 20992 M MC 20993 M MC 20994 M MC 20995 M MC 20996 M MC 20997 M MC 20998 M MC 20999 NOTE: USUNBPAJETCENTTEDTOMINTINHGE CLPAAIRMASMOURNETPRESTEINTTLEA P O S S E S S O R Y IN T E R E S T IN M IN ER A L R IG H T S , O F TH E U N IT E D S T A T E S G O VERN M ENT, CAMC-Greco-000836 7 REDACTED DOCUMENT NAME OF CLAIM APEX #18 BOSAL NO. 1 BOSAL NO. 2 BOSAL NO. 3 BOSAL NO. 4 BOSAL NO. 6 BOSAL NO. 7 BOSAL NO. 8 BOSAL NO. 9 BOSAL NO. 10 BOSAL NO. 11 SCHEDULE 5 .8 -2 b M IN ER A L P R O P E R T Y (Onpatented Mining Claims) ORIGINAL RECORDATION BOOK PAGE 261 184 166 053 166 129 178 075 178 077 178 273 178 275 178 277 261 218 261 220 261 222 AMENDED RECORDATION BOOK PAGE 261 204 261 206 211 313 211 315 261 212 261 214 261 216 BLM SERIAL NO. M MC 2 1 0 0 0 M MC 2 1 0 1 1 M MC 2 1 0 1 2 M MC 2 1 0 1 3 M MC 2 1 0 1 4 M MC 2 1 0 1 5 M MC 2 1 0 1 6 M MC 2 1 0 1 7 M MC 2 1 0 1 8 M MC 2 1 0 1 9 M MC 2 1 0 2 0 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000837 8 REDACTED DOCUMENT SCHEDULE 5.8-2b MINERAL PROPERTY (Unpatented Mining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320023 KING-QUEEN CLMS. OWNED LODE CLAIM(S) MMOANDTISAONNA LAND DESCRIPTION: TOWNSHIP 9 SOUTH, RANGE 1 WEST, MADISON COUNTY, MONTANA SECTIONS: 7, 8 (PORTIONS THEREOF) NAME OF CLAIM KING #1 KING #2 KING #3 KING #4 KING #5 KING #6 KING #7 KING #8 KING #9 KING #10 KING #11 KING #12 QUEEN #1 QUEEN #2 QUEEN #3 QUEEN #4 QUEEN #5 QUEEN #6 QUEEN #7 ORIGINAL RECORDATION BOOK PAGE 255 850 255 852 255 854 255 856 255 858 255 860 255 862 255 864 255 866 255 868 255 870 255 872 255 874 255 876 255 878 255 880 255 882 255 884 255 886 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO. M MC 8237 M MC 8238 M MC 8239 M MC 8240 M MC 8241 M MC 8242 M MC 8243 M MC 8244 M MC 8245 M MC 8246 M MC 8247 M MC 8248 M MC 8249 M MC 8250 M MC 8251 M MC 8252 M MC 8253 M MC 8254 M MC 8255 "NOTE: E * * * * * > MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, i UBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000838 - 9- REDACTED DOCUMENT NAME OF CLAIM QUEEN #8 QUEEN #9 QUEEN #10 QUEEN #11 QUEEN #12 QUEEN #13 QUEEN #14 QUEEN #15 QUEEN #16 QUEEN #17 QUEEN #18 QUEEN #19 QUEEN #20 QUEEN #21 QUEEN #22 QUEEN #23 QUEEN #24 QUEEN #25 SCHEDULE 5 .8-2b MINERAL PROPERTY (Unpatented M ining Claim s) ORIGINAL RECORDATION BOOR PAGE 255 888 255 890 255 892 255 894 255 896 255 898 255 900 255 902 255 904 255 906 255 908 255 910 255 912 255 914 255 916 255 918 255 920 255 922 AMENDED RECORDATION BOOK PAGE BLM SERIAL N1O. M MC 8256 M MC 8257 M MC 8258 M MC 8259 M MC 8260 M MC 8261 M MC 8262 M MC 8263 M MC 8264 M MC 8265 M MC 8266 M MC 8267 M MC 8268 M MC 8269 M MC 8270 M MC 8271 M MC 8272 M MC 8273 i- NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000839 - 10 - REDACTED DOCUMENT S C H E D U L E 5 . 8 --2 b M IN ER A L P R O P E R T Y (Unpatented M ining Claim s) PROPERTY NUMBER PROPERTY NAME INTEREST TYPE PROPERTY TYPE STATE NAME COUNTY NAME 320024 POCO CLAIMS OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 8 SOUTH, RANGE 1 WEST, MADISON COUNTY, MONTANA SECTION 34: (PORTION THEREOF) NAME OF CLAIM POCO # 1 POCO # 2 POCO # 3 POCO # 4 POCO # 5 POCO # 6 POCO # 7 POCO # 8 POCO # 9 POCO # 10 POCO # 11 POCO # 12 POCO # 13 POCO # 14 POCO # 15 POCO * 16 POCO # 17 POCO # 18 POCO # 19 POCO # 20 ORIGINAL RECORDATION BOOK PAGE 254 674 254 676 254 678 254 680 254 682 254 684 254 686 254 688 254 690 254 692. 254 694 254 696 254 698 254 700 254 702 254 704 254 706 254 708 318 424 254 712 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO. M MC 8274 M MC 8275 M MC 8276 M MC 8277 M MC 8278 M MC 8279 M MC 8280 M MC 8281 M MC 8282 M MC 8283 M MC 8284 M MC 8285 M MC 8286 M MC 8287 M MC 8288 M MC 8289 M MC 8290 M MC 8291 M MC 128760 M MC 8293 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. ' CAMC-Greco-000840 - II - REDACTED DOCUMENT NAME OF CLAIM POCO # 21 POCO # 22 POCO # 23 POCO # 24 POCO * 25 POCO # 26 POCO # 27 POCO a 28 POCO # 29 POCO # 30 POCO # 31 POCO * 32 POCO # 33 POCO # 34 POCO # 35 POCO # 36 SCHEDULE 5.8--2b MINERAL PROPERTY (Unpatented M ining Claims) ORIGINAL RECORDATION BOOK PAGE 254 714 254 716 254 718 254 720 254 722 254 724 254 726 254 728 254 730 254 732 254 734 254 736 254 738 254 740 254 742 254 744 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO. M MC 8294 M MC 8295 M MC 8296 M MC 8297 M MC 8298 M MC 8299 M MC 8300 M MC 8301 M MC 8302 M MC 8303 M MC 8304 M MC 8305 M MC 8306 M MC 8307 M MC 8308 M MC 8309 'v - NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000841 12 REDACTED DOCUMENT SCHEDULE 5 .8 -2 b M IN E R A L P R O P ER TY (Unpatented Mining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320034 MARGIE CLAIMS OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTION 13: (PORTION THEREOF) NAME OF CLAIM MARGIE NO. 1 MARGIE NO. 2 MARGIE NO. 3 MARGIE NO. 4 ORIGINAL RECORDATION BOOK PAGE 211 305 211 307 211 309 211 311 AMENDED RECORDATION BOOK PAGE 261 196 261 198 261 200 261 202 BLM SERIAL N M MC 21007 M MC 21008 M MC 21009 M MC 21010 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000842 13 REDACTED DOCUMENT SCHEDULE 5 .8 --2b MINERAL PROPERTY (Unpatented M ining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320062 YELLOWSTONE CLAIMS OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIPJJOUTK^RANGE i WEST, MADISON COUNTY, MONTANA SECTION 4: (PORTION THEREOF) NAME OF CLAIM YELLOWSTONE YELLOWSTONE NO. 1 YELLOWSTONE NO. 2 YELLOWSTONE NO. 3 YELLOWSTONE NO. 4 YELLOWSTONE NO. 5 YELLOWSTONE NO. 6 YELLOWSTONE NO. 7 YELLOWSTONE NO. 8 YELLOWSTONE NO. 9 YELLOWSTONE NO. 13 YELLOWSTONE NO. 14 YELLOWSTONE NO. 15 YELLOWSTONE NO. 17 YELLOWSTONE NO. Yellow ston e n o . 10 18 YELLOWSTONE NO. Yellow stone n o . 12 16 ORIGINAL RECORDATION BOOK PAGE 187 123 187 125 187 127 187 145 187 147 187 149 257 002 257 004 257 006 257 008 257 016 257 018 257 020 257 024 319 959 319 960 319 961 319 962 AMENDED RECORDATION book page 267 703 267 705 267 707 267 709 267 711 267 713 267 715 267 717 267 719 267 721 267 729 267 731 267 733 267 737 BLM SERIAL NO. M MC 008231 M MC 008232 M MC 008233 M MC 008234 M MC 008235 M MC 008236 M MC 009123 M MC 009124 M MC 009125 M MC 009126 M MC 009130 M MC 009131 M MC 009132 M MC 009134 M MC 129772 M MC 129773 M MC 129774 M MC 129775 NOTE; ^PATENTED MINING CLAIMS REPRESENT A SUBJECT to THE PARAMOUNT TITLE POSSESSORY INTEREST IN MINERAL RIGHTS, OF THE UNITED STATES GOVERNMENT. 14 - CAMC-Greco-000843 REDACTED DOCUMENT SCHEDULE 5 . 8 -2 b M IN E R A L P R O P E R T Y (Unpatented Mining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320067 SNOW WHITE CLAIMS OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MADISON COUNTY SECTION 3: (PORTION THEREOF) NAME OF CLAIM SNOW WHITE NO. 1 SNOW WHITE NO. 2 SNOW WHITE NO. 3 SNOW WHITE NO. 4 SNOW WHITE NO. 5 ORIGINAL RECORDATION BOOK PAGE 348 275 348 277 348 279 348 281 348 283 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO M MC 179137 M MC 179138 M MC 179139 M MC 179140 M MC 179141 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, UBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000844 15 REDACTED DOCUMENT S C H E D U L E 5 . 8 --2 b M IN E R A L P R O P E R T Y (Unpatented M ining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320072 GOLDEN ANTLER CLMS. OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 2 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTION 14: (PORTION THEREOF) NAME OF CLAIM CHLORITE NO. 5 CHLORITE NO. 7 CHLORITE NO. 8 CHLORITE NO. 9 GOLDEN ANTLER NO. 9 CHLORITE NO. 2 CHLORITE NO. 4 CHLORITE NO. 6 GOLDEN ANTLER NO. 8 CHLORITE NO. 3 GOLDEN ANTLER #3 GOLDEN ANTLER #4 GOLDEN ANTLER #5 GOLDEN ANTLER NO. 6 GOLDEN ANTLER NO. 7 GOLDEN ANTLER NO. 10 GOLDEN ANTLER NO. 11 GOLDEN ANTLER NO. 12 ORIGINAL RECORDATION BOOR PAGE 272 623 272 627 272 629 272 631 272 649 275 483 275 485 275 487 275 493 281 405 281 407 276 127 281 399 281 403 281 395 281 397 281 393 281 391 AMENDED RECORDATION BOOK PAGE 281 401 BLM SERIAL NO. M MC 66088 M MC 66090 M MC 66091 M MC 66092 M MC 66099 M MC 71648 M MC 71649 M MC 71650 M MC 71653 M MC 81415 M MC 81416 M MC 81417 M MC 81418 M MC 81419 M MC 81420 M MC 81421 M MC 81422 M MC 81423 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000845 - 1 fi - REDACTED DOCUMENT SCHEDULE 5 .8 -2 b M IN ER A L P R O P E R T Y (Unpatented M ining Claim s) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320079 LISA CLAIMS OWNED LODE CLAIM( S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTIONS 11, 12, 13, 14, 23, 24: (PORTIONS THEREOF) TOWNSHIP 7 SOUTH, RANGE 5 WEST, MADISON COUNTY, MONTANA SECTIONS 7, 18, 19: (PORTIONS THEREOF) NAME OF CLAIM LISA #1 LISA #2 LISA #3 LISA #4 LISA #5 LISA #6 LISA #7 LISA #8 LISA #9 LISA #11 LISA #12 LISA #13 LISA #14 LISA #15 LISA #16 ORIGINAL RECORDATION BOOK PAGE 302 848 302 850 302 852 302 854 302 856 302 858 302 860 302 862 302 864 302 866 302 868 302 870 302 872 302 874 302 876 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO M MC 113561 M MC 113562 M MC 113563 M MC 113564 M MC 113565 M MC 113566 M MC 113567 M MC 113568 M MC 113569 M MC 113570 M MC 113571 M MC 113572 M MC 113573 M MC 113574 M MC 113575 NOTE: STinT^!!TED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000846 17 REDACTED DOCUMENT SCHEDULE 5.8-2b MINERAL PROPERTY (Unpatented Mining Claims) NAME OF CLAIM LISA *17 LISA #18 LISA #19 LISA #20 LISA #21 LISA #23 LISA #25 LISA #26 LISA #27 LISA #28 LISA #29 LISA #30 LISA #31 LISA #32 LISA #33 LISA #34 LISA #35 LISA #36 LISA #38 LISA #39 LISA #40 LISA #41 LISA #42 LISA #43 LISA #44 LISA #45 LISA #46 LISA #47 LISA #48 LISA #49 LISA #50 LISA #51 LISA #52 LISA #53 LISA #54 LISA #55 ORIGINAL RECORDATION BOOK PAGE 302 878 302 880 302 882 302 884 302 886 302 888 302 890 302 892 302 894 302 896 302 898 302 900 302 902 302 904 302 906 302 908 302 910 302 912 302 914 302 916 302 918 302 920 302 922 302 924 302 926 302 928 302 930 302 932 302 934 302 936 302 938 302 940 302 942 302 944 302 946 302 948 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO M MC 113576 M MC 113577 M MC 113578 M MC 113579 M MC 113580 M MC 113581 M MC 113582 M MC 113583 M MC 113584 M MC 113585 M MC 113586 M MC 113587 M MC 113588 M MC 113589 M MC 113590 M MC 113591 M MC 113592 M MC 113593 M MC 113594 M MC 113595 M MC 113596 M MC 113597 M MC 113598 M MC 113599 M MC 113600 M MC 113601 M MC 113602 M MC 113603 M MC 113604 M MC 113605 M MC 113606 M MC 113607 M MC 113608 M MC 113609 M MC 113610 M MC 113611 NOTE: UNPATENTED MINING CLAIMS REPRESENT A SUBJECT TO THE PARAMOUNT TITLE POSSESSORY INTEREST IN MINERAL RIGHTS, OP THE UNITED STATES GOVERNMENT. 18~ - CAMC-Greco-000847 REDACTED DOCUMENT SCHEDULE 5.8-2b mineral property (Unpatented M ining Claims) NAME O F CLa tm LISA #56 LISA #57 LISA #58 LISA #59 LISA #60 LISA #61 LISA #62 LISA #63 LISA #64 LISA #65 LISA #66 LISA #67 LISA #68 LISA #69 LISA #70 LISA #71 LISA #72 LISA #73 LISA #74 LISA #75 LISA #76 LISA #77 LISA #78 LISA #79 LISA #80 LISA #81 LISA #82 LISA #83 LISA #84 LISA #85 LISA #86 LISA #87 LISA #88 LISA #89 LISA #90 . LISA #91 ' ' ORIGINAL RECORDATION BOOK PAGE 302 950 302 952 302 954 302 956 302 958 302 960 302 962 302 964 302 966 302 968 302 970 302 972 302 974 302 976 302 978 302 980 302 982 302 984 302 986 302 988 302 990 302 992 302 994 302 996 302 998 303 001 303 003 303 005 303 007 303 009 303 011 303 013 303 015 303 017 303 019 303 021 AMENDED RECORDATION BOOK PAGE BLM SERIAL ND M MC 113612 M MC 113613 M MC 113614 M MC 113615 M MC 113616 M MC 113617 M MC 113618 M MC 113619 M MC 113620 M MC 113621 M MC 113622 M MC 113623 M MC 113624 M MC 113625 M MC 113626 M MC 113627 M MC 113628 M MC 113629 M MC 113630 M MC 113631 M MC 113632 M MC 113633 M MC 113634 M MC 113635 M MC 113636 M MC 113637 M MC 113638 M MC 113639 M MC 113640 M MC 113641 M MC 113642 M MC 113643 M MC 113644 M MC 113645 M MC 113646 M MC 113647 NOTE: UNPATENTED MINING CLAIMS REPRESENT A oOBJECT TO THE PARAMOUNT TITLE POSSESSOR* INTEREST IN MINERAL RIGHTS, OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000848 - 19 - REDACTED DOCUMENT NAME OF CLAIM Sy, LISA #92 ' LISA #93 f LISA #94 11L' LISA #95 LISA #96 LISA #97 fi..; LISA #98 LISA #99 r1. LISA #100 LISA #101 I. LISA #102 I LISA #103 I. LISA #104 K LISA #105 r Ss LISA #106 LISA #107 LISA #108 fc\, LISA #109 r1 LISA #110 FUi LISA #111 it LISA #112 ftj LISA #113 LISA #114 1 LISA #115 I|pr" LISA #116 LISA #117 LISA #118 LISA #119 LISA #120 lisa #121 LtSA #122 O* lisa #123 m LISA #124 SCHEDULE 5.8-2b MINERAL PROPERTY (Unpatented Mining Claims) ORIGINAL RECORDATION BOOK PAGE 303 023 303 025 303 027 303 029 303 031 303 033 303 035 303 037 303 039 303 041 303 043 303 045 303 047 303 049 303 051 303 053 303 055 303 057 303 058 303 061 303 063 303 065 303 067 303 069 303 071 303 073 303 075 303 077 303 079 303 081 303 083 303 085 303 087 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO M MC 113648 M MC 113649 M MC 113650 M MC 113651 M MC 113652 M MC 113653 M MC 113654 M MC 113655 -M MC 113656 M MC 113657 M MC 113658 M MC 113659 M MC 113660 M MC 113661 M MC 113662 M MC 113663 M MC 113664 M MC 113665 M MC 113666 M MC 113667 M MC 113668 M MC 113669 M MC 113670 M MC 113671 M MC 113672 M MC 113673 M MC 113674 M MC 113675 M MC 113676 M MC 113677 M MC 113678 M MC 113679 M MC 113680 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, UECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000849 20 - REDACTED DOCUMENT SCHEDULE 5 .8 -2 b M IN E R A L P R O P E R T Y (Unpatented M ining Claims) PROPERTY NUMBER: 320104 PROPERTY NAME: MP LODE CLAIMS INTEREST TYPE: OWNED PROPERTY TYPE: LODE CLAIM(S) STATE NAME: COUNTY NAME: MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTION 32, 33: (PORTIONS THEREOF) NAME OF CLAIM MP 9 MP 10 MP 11 MP 12 MP 13 MP 14 MP 15 MP 16 MP 17 MP 18 MP 19 MP-20 MP-21 MP-22 MP-23 MP-26 MP-27 MP-24 MP-25 ORIGINAL RECORDATION BOOK PAGE 309 719 309 720 309 721 309 722 309 723 309 724 309 725 309 726 309 727 311 814 311 815 327 622 327 624 327 625 327 626 327 629 327 630 330 447 330 448 AMENDED RECORDATION BOOK PAGE 311 604 311 605 311 606 311 607 311 608 311 609 311 610 311 611 311 612 BLM SERIAL NO M MC 119868 M MC 119869 M MC 119870 M MC 119871 M MC 119872 M MC 119873 M MC 119874 M MC 119875 M MC 119876 M MC 121999 M MC 122000 M MC 147848 M MC 147849 M MC 147850 M MC 147851 M MC 147854 M MC 147855 M MC 152111 M MC 152112 NOTE: UNPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. ' CAMC-Greco-000850 - 21 - REDACTED DOCUMENT SCHEDULE 5.8--2b MINERAL PROPERTY (Unpatented Mining Claims) PROPERTY NUMBER: 320110 PROPERTY NAME: KAY CLAIMS INTEREST TYPE: OWNED PROPERTY TYPE: LODE CLAIM(S) STATE NAME: MONTANA COUNTY NAME: MADISON LAND DESCRIPTION: TOWNSHIP 8 SOUTH, RANGE 1 WEST, MADISON COUNTY, MONTANA SECTIONS 28, 33: (PORTIONS THEREOF) NAME OF CLAIM KAY # 22 KAY # 23 KAY # 24 KAY # 25 KAY # 26 KAY # 27 KAY # 28 KAY #29 KAY # 30 ORIGINAL RECORDATION BOOK PAGE 311 67 311 68 311 69 311 70 311 71 311 72 311 73 311 74 311 75 AMENDED RECORDATION BOOK PAGE 311 683 311 684 311 685 311 686 311 687 311 688 311 689 311 690 311 691 BLM SERIAL NO M MC 121328 M MC 121329 M MC 121330 M MC 121331 M MC 121332 M MC 121333 M MC 121334 M MC 121335 M MC 121336 ^15*' aia'' NOTE: fesU R 7PCoNTTEDTOMINTINHGE CLPAAIRMASMOURNETPRESTEINTTLEA POOFSSESTSHOERY IUNNTIETREEDST STINATMESINERAGLOVERRNIGMHETNST,. CAMC-Greco-000851 - 22 - REDACTED DOCUMENT SCHEDULE 5 .8 -2 b M IN E R A L P R O P E R T Y (Unpatented Mining Claims) PRPPOINRRPTCOOEEOSRPPTREETUARRYNETTTTSNYYTEYUTNNTMNAAAYYBMMMPPEEEREEE:::::: NEW ASPEN CLAIMS OWNED LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: TOWNSHIP 2 SOUTH, RANGE 7 WEST, MADISON COUNTY, MONTANA SECTIONS 22, 23, 26, 27: (PORTIONS THEREOF) NAME OF CLAIM ASPEN # 1 ASPEN # 2 ASPEN f 3 ASPEN # 4 ASPEN # 5 ASPEN # 6 ASPEN # 7 ASPEN # 8 ASPEN # 9 ASPEN # 10 ASPEN # 11 ASPEN # 12 ASPEN # 13 ASPEN # 14 ASPEN # 15 ASPEN # 16 ASPEN # 17 ASPEN # 18 RBOOEOCRROIGRIDNAAPTALIOGNE RBOEAOCMORRENDDAPETADIOGNE SERIABLLM NO. NOTE: ONPATENTED MINING CLAIMS REPRESENT A POSSESSORY INTEREST IN MINERAL RIGHTS, SUBJECT TO THE PARAMOUNT TITLE OF THE UNITED STATES GOVERNMENT. CAMC-Greco-000852 23 REDACTED DOCUMENT CAMC-Greco-000853 19 REDACTED DOCUMENT SCHEDULE 5.8-3a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEASED PROPERTY 320051 SO. RAILWAY-SPUR LEASED INDUSTRIAL SITE ALABAMA TALLADEGA LAND DESCRIPTION: if*f' f J ^ f UR TRACK AT ALPINE, ALABAMA, 568 FEET, MORE OR L E SS, IN LENGTH ^ ED SUBSTANTIALLY AS SHOWN IN RED AND GREEN ON PRINT OF DRAWING NO T B -8 0 -0 1 3 6 , DATED APRIL 3 0 , 1 3 8 0 , , ANNEXED TO AND MADE A PART THEREOP^OF M ^ N E f c o R P O R ln o r 11 l ' 1 9 " BETBEEN s 0 0 1 " TM C0MTM CTPRUS THIS AGREEMENT IS ASSIGNABLE BY CYPRUS MINES CORP. TO CYPRUS TALC enpp D m THAT CERTAIN CONDITIONAL CONSENT TO ASSIGN A G R E E M E ^ L ^ N CYPRUS MINES CORP. AND NORFOLK SOUTHERN RAILWAY COMPANY DATED APRIL 24 1992, SUBJECT TO THE REQUIREMENT OF CYPRUS TALC CORP. TO EXECUTE A NEW* AGREEMENT WITHIN 90 DAYS AFTER RECEIPT OF SAME BY N O R F O L K ? ^ ^ CAMC-Greco-000854 - 1- REDACTED DOCUMENT SCHEDU LE 5 .8 ~ 3 a LEA SED PRO PERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: NEW NORFOLK SOUTHERN RAILWAY LEASED SURFACE ALABAMA TALLADEGA LAND DESCRIPTION: AGREEMENT DATED _ _ _ _ _ _ _ _ , 1992 BETWEEN NORFOLK SOUTHERN RAILWAY COMPANY AND CYPRUS TALC CORPORATION COVERING TWO PARCELS OF THE RIGHT-OF-WAY OR PROPERTY OF NORFOLK HAVING A COMBINED TOTAL OF 20,074 SQUARE FEET, THE LOCATION AND DIMENSIONS SHOWN ON DRAWING TB-87-0037 ATTACHED TO AGREEMENT. CYPRUS HAS RIGHT TO MAINTAIN UPON THE PREMISES AN EXISTING BUILDING, A PAVED PARKING AREA, ROOF OVERHANG, TWO PLATFORMS, GAS METERING STATION, CONCRETE SLAP, TRUCK SCALE, ROADWAY AND FURTHER RIGHT TO MAINTAIN A PRIVATE GRADE CROSSING LOCATED 3684 FEET WEST OF MILEPOST 94-N. THIS AGREEMENT CANCELS AGREEMENT DATED NOVEMBER 23, 1970 BETWEEN SOUTHERN RAILWAY AND AMERICAN TALC COMPANY, AS ASSIGNED, AND AMENDED; AND AGREEMENT DATED JULY 13, 1981 BETWEEN SOUTHERN RAILWAY COMPANY AND CYPRUS MINES CORPORATION. (PREVIOUS PROPERTY NOS. 320052 and 320053) CAMC-Greco-000855 REDACTED DOCUMENT SCHEDULE 5 .8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320134 EDMISTON, JACK R. LEASED SURFACE AND MINERAL ALABAMA TALLADEGA LAND DESCRIPTION: MINING LEASE DATED JUNE 3, 1986 BETWEEN JACK R. EDMISTON AND CANDACE Q. EDMISTON AND CYPRUS MINES CORPORATION, A MEMORANDUM OF MINING LEASE RECORDED IN DEED BOOK 539, PAGE 584 OF THE TALLADEGA COUNTY RECORDS: TOWNSHIP 20 SOUTH, RANGE 4 EAST, HUNTSVILLE MERIDIAN SECTION 9: A PARCEL OF LAND SITUATED IN THE SE/4 NE/4 MORE FULLY DESCRIBED BELOW AND, SECTION 10: A PARCEL OF LAND SITUATED IN THE NW/4 MORE FULLY DESCRIBED BELOW: BEGINNING AT THE NORTHEAST CORNER OF SOUTHWEST QUARTER OF NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 20, RANGE 4; THENCE SOUTH 00 DEGREES - 3 4 ' WEST A DISTANCE OF 1050 FEET TO A POINT ON THE NORTH ROW OF PUBLIC ROAD; THENCE NORTH 65 DEGREES - 2 8 ' EAST ALONG SAID ROW A DISTANCE OF 168.34 FEET TO A POINT; THENCE NORTH 66 DEGREES - 0 7 ' EAST ALONG SAID ROW A DISTANCE OF 474.34 FEET TO A POINT; THENCE NORTH 47 DEGREES - 3 7 ' EAST ALONG SAID ROW A DISTANCE OF 1267.35 FEET TO A POINT; THENCE NORTH 00 DEGREES - 3 4 ' EAST A DISTANCE OF 802.7 FEET TO A POINT; THENCE SOUTH 60 DEGREES - 1 6 ' WEST A DISTANCE OF 1750.48 FEET TO THE POINT OF BEGINNING. CONTAINING 40.0 ACRES, MORE OR LESS, LOCATED IN TALLADEGA COUNTY, ALABAMA LESS AND EXCEPT A 5 ACRE BLOCK WHICH INCLUDES THE RESIDENT OF THE LESSORS AND THE ENVIRONS OF THE RESIDENCE OF THE LESSORS. PRODUCTION ROYALTY AND MINIMUM ADVANCE ROYALTY PAYMENTS TO JACK R. EDMISTON AND CANDACE Q. EDMISTON AND RAMONA B. KLINNER, AS SET FORTH IN MINING LEASED HEREINABOVE DESCRIBED AND WARRANTY DEED DATED AUGUST 7, 1987, RECORDED AT BOOK 551, PAGE 833, JUDGE OF PROBATE RECORDS, TALLADEGA COUNTY, ALABAMA. CAMC-Greco-000856 REDACTED DOCUMENT SCHEDULE 5 .8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320217 02 TRYON, WALTER W. LEASED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: RECIPROCAL USE AGREEMENT DATED DECEMBER 6, 1979 BETWEEN WALTER W. TYRON, THOMAS M. TYRON, JOHN C. TYRON AND MARY E. TYRON, GRANTOR, AND WESTERN SOURCE, IN C ., GRANTEE, COVERING THE FOLLOWING LANDS: TOWNSHIP 3 NORTH, RANGE 13 WEST, M.D.B.&M. SECTION 15: S/2 SW/4 SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN RECIPROCAL USE AGREEMENT HEREINABOVE DESCRIBED. CAMC-Greco-000857 4 REDACTED DOCUMENT SCHEDULE 5 .8 -3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 320223 AIROLA, JOHN W. LEASED SURFACE AND MINERAL CALIFORNIA CALAVERAS LAND DESCRIPTION: AGREEMENT AND RIGHT OF FIRST REFUSAL DATED OCTOBER 1 7 , 1 9 7 9 BETWEEN JOHN W. AIROLA AND FRANCES E. AIROLA, LESSOR, AND WESTERN SOURCE I N C ., LESSEE, WITH A MEMORANDUM OF AGREEMENT AND RIGHT OF FIRST REFUSAL RECORDED IN BOOK 5 2 7 , PAGE 1 0 9 , RECORDS OF CALAVERAS COUNTY, CALIFORNIA AS DESCRIBED BELOW: A TRACT OF REAL PROPERTY CONSISTING OF 40 ACRES, MORE OR L E SS, SITUATED IN CALAVERAS COUNTY, CALIFORNIA, AND IS FURTHER DESCRIBED AS BEING THE N /2 OF THE 80 ACRES PARCEL NUMBER 14 OF CALAVERAS COUNTY ASSESSOR MAP BOOK 64 PAGE 0 0 3 ; ALSO DESCRIBED AS SW/4 OF SW/4 OF SECTION 1 , TOWNSHIP 2 NORTH, RANGE 13 EAST M .D.B.&M . WITHIN THE ABOVE DESCRIBED REAL PROPERTY, THERE I S THE FOLLOWING DESCRIBED PORTION OF LAND CONSISTING OF 10 ACRES, MORE OR LE SS, TO WHICH LESSEE HAS BEEN LEASED SURFACE RIGHTS IN ADDITION TO MINERAL RIGHTS: BEGINNING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID QUARTER APPROXIMATELY 500 FEET TO A CROSS FENCE; THENCE EASTERLY FOLLOWING THE CROSS FENCE APPROXIMATELY 6 5 0 FEET TO THE POINT WHERE THE CROSS FENCE INTERSECTS THE LINE OF THE BURIED WATER LINE (WHICH IS A STATE-HELD RIGHT OF WAY AND WHICH PROVIDES WATER TO THE FAIRGROUNDS AT FROGTOWN); THENCE NORTHEASTERLY ALONG THE LINE OF THE BURIEu PIPELINE APPROXIMATELY 7 0 0 FEET TO THE NORTH LINE OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER; THENCE WESTERLY ALONG THE NORTH LINE TO THE POINT OF BEGINNING, COMPRISING 10 ACRES, BE THE SAME, MORE OR LESS. CAMC-Greco-000858 5 REDACTED DOCUMENT SCHEDU LE 5 .8 -3 a LEA SED PROPERTY SUBJECT TO: 1 ) EASEMENT BETWEEN JOHN WILLIAM AIROLA AND FRANCES ELIZABETH AIROLA GRANTOR, AND PACIFIC TELEPHONE AND TELEGRAPH COMPANY, GRANTEE CASALAIMFOERNDNEIAD., RECORDED AT BOOK 4 5 0 , PAGE 2 1 6 , CALAVERAS COUNTY ' 2) MINIMUM ADVANCE AND PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN AGREEMENT AND RIGHT OF FIRST REFUSAL HEREINABOVE DESCRIBED. CAMC-Greco-000859 - 6- REDACTED DOCUMENT SCHEDULE 5 . 8 -3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEASED PROPERTY 320217 EA01 TRYON, WALTER W. EASEMENT SURFACE CALIFORNIA CALAVERAS LAND DESCRIPTION: EASEMENT AGREEMENT DATED DECEMBER 6 , 1979' BETWEEN WALTER W. TYRON, THOMAS W. TYRON, JOHN C . TYRON AND MARY E. TYRON, GRANTOR, AND WESTERN SOURCE I N C .: ALL THAT CERTAIN REAL PROPERTY IN CALAVERAS COUNTY, STATE OF CALIFORNIA, CONSISTING OF APPROXIMATELY 140 ACRES, MORE OR LESS AND DESCRIBED AS THE E /2 OF THE NW/4 AND A PORTION OF THE E /2 OF THE SW/4 OF SECTION 2 2 ; TOWNSHIP 3 NORTH, RANGE 13 EAST EAST M .D.B.& M . CAMC-Greco-000860 !i REDACTED DOCUMENT SCHEDULE 5.8-3a LEASED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320217 EA02 BALDWIN, CHARLES I . EASEMENT SURFACE CALIFORNIA CALAVERAS LAND DESCRIPTION: EASEMENT AGREEMENT DATED JULY 1 2 , 1 9 7 9 BETWEEN CHARLES I . BALDWIN, LOIS E . BALDWIN, GRANTOR, AND W. E. LEONARD, AS ASSIGNED, RECORDED AT BOOK 511 PAGE 2 0 4 , CALAVERAS COUNTY, CALIFORNIA, AS DESCRIBED BELOW: ALL THAT CERTAIN REAL PROPERTY IN CALAVERAS COUNTY, STATE OF CALIFORNIA, DESCRIBED AS ASSESSOR'S PARCEL NO. 5 7 - 0 0 3 - 0 8 AND MORE PARTICULARLY DESCRIBED BELOW: ALL THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 1 4 , TOWNSHIP 3 NORTH, RANGE 13 EAST, M .D .B .& M ., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 14 AND RUNNING THENCE NORTHERLY, ALONG AN EXISTING FENCE LINE, 1 8 1 5 .4 3 FEET TO A POINT; THENCE CONTINUING ALONG THE EXISTING FENCE LINE THE FOLLOWING COURSES AND DISTANCES: SOUTH 87 DEGREES 5 3 ' EAST 6 9 .1 5 FEET; NORTH 55 DEGREES 2 9 ' EAST 1 6 9 .2 4 FEET; AND . NORTH 67 DEGREES 4 1 ' EAST 5 6 .1 0 FEET TO A POINT IN THE CENTER LINE OF FRENCH GULCH ROAD; THENCE IN A SOUTHERLY DIRECTION FOLLOWING THE MEANDERINGS OF THE SAID CENTER LINE OF FRENCH GULCH ROAD TO A POINT ON THE SOUTHERLY LINE OF SAID SECTION 14; THENCE WESTERLY, ALONG SAID SECTION LINE, TO THE POINT OF BEGINNING. CAMC-Greco-000861 8 REDACTED DOCUMENT b SCHEDULE 5 . 8 - 3a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 403003 VANTEX MANAGEMENT LEASED OFFICE/LAB COLORADO ARAPAHOE LAND DESCRIPTION: STANDARD COMPANY, COVERING COMMERCIAL LEASE DATED JUNE 1 , 1 9 8 8 BETWEEN VANTEX IN C ., LESSOR, AND CYPRUS MINERALS COMPANY, LESSEE THE FOLLOWING PROPERTY: ' MANAGEMENT AS ASSIGNED, H9 I,G9 H6 7LANSQDUTAERCEHFEET OF OFFICE BUILDING/LABORATORY SPACE LOCATED AT 8985 EAST NICHOLS AVENUE, SUITE 300 ENGLEWOOD, COLORADO 80112 CAMC-Greco-000862 - 9- REDACTED DOCUMENT SCHEDULE 5 .8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 403004 VANTEX MANAGEMENT LEASED OFFICE/LAB COLORADO ARAPAHOE LAND DESCRIPTION: STANDARD COMMERCIAL LEASE DATED MAY 2 9 , 1990 BETWEEN VANTEX MANAGEMENT COMPANY, IN C ., LESSOR, AND CYPRUS MINERALS COMPANY, LESSEE, AS ASSIGNED, COVERING THE FOLLOWING PROPERTY: 6 ,7 2 2 SQUARE FEET OF OFFICE BUI LDING/LABORATORY SPACE LOCATED AT HIGHLAND TECH . 8985 EAST NICHOLS AVENUE, SUITE 310 ENGLEWOOD, COLORADO 8 0 1 1 2 CAMC-Greco-000863 - 10 - REDACTED DOCUMENT S C H E D U L E 5 . 8 --3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 320151 BROWN, STANLEY ET AL LEASED MINERAL MBAESRSKASCHHIRUSEETTS LAND DESCRIPTION: LEASE AGREEMENT BETWEEN STANLEY BROWN, MARALYN BROWN AND STEVEN BROWN ODWESNCERRI,BEADNDAOSMFYOAL, LOI NWCS:., LESSEE, AS ASSIGNED, DATED PEBRUARY 24 ' 19 86 BEING THE LAND AND PREMISES OWNED BY STANLEY, MARALYN AND STEVEN BROWN tAUNnD BEING MORE TPAHRETTIC0WULNAR LFYFDLE0RSCIDRAIB'EDCOAUNSTYLISOTFEDBERINKSTHHIERET, OWMNASOSFACFHLUOSRETIDTAS RECORDS AS LOT N 1 A AND LYING SOUTHERLY OF REED BROOK, NORTHERLY OF OF ALAN Ai INDD JEOASSETEPRHLINVEAPNODIRAODJTA, CETONGTETTH0ERLAWNDITHAA0 RPRIGEHMTISOEFS WNOAWY AONRDFOARCMCEERSSLY THERETO, INCLUDING FROM TORREY MOUNTAIN ROAD, OF RECORD, FOR ALL PURPOSES CONTAINING 6 3 .0 MASSACHUSETTS. MINERAL ACRES, MORE OR LESS, LOCATED IN BERKSHIRE COUNTY, SUBJECT TO: MIMIMUM ADVANCE AND PRODUCTION ROYALTY AGREEMENT HEREINABOVE DESCRIBED. PAYMENTS AS SET FORTH IN LEASE CAMC-Greco-000864 - 11 - REDACTED DOCUMENT SCHEDULE 5 . 8 -3 a PROPERTY HUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 320152 POIROT, ALAN ET UX. LEASED MINERAL MASSACHUSETTS BERKSHIRE LAND DESCRIPTION: LEASE AGREEMENT DATED FEBRUARY 2 4 , 1986 BETWEEN JOSEPHINE POIROT, LESSOR, AND OMYA, IN C ., LESSEE, AS ASSIGNED, DESCRIBED AS FOLLOWS: BEING THE LAND AND PREMISES OWNED BY ALAN AND JOSEPHINE POIROT AND LOCATED IN THE TOWN OF FLORIDA, COUNTY OF BERKSHIRE, MASSACHUSETTS AND BEING MORE RPAORUTTEICU2L. ARLY DESCRIBED AS LYING SOUTHERLY OF REED BROOK AND NORTHERLY OF EXCLUDING THE PORTION LYING SOUTH OF A BLAZED LINE RUNNING APPROXIMATELY NORTH 4 0 .0 DEGREES WEST (MAGNETIC) SAID LINE BEING LOCATED APPROXIMATELY 2 0 0 ' NORTH OF THE HOUSE ON SAID PREMISES, TOGETHER WITH A RIGHT OF WAY AND ACCESS THERETO, OF RECORD, FOR ALL PURPOSES. MCOANSTSAACINHIUNSGET3T7S.. 0 MINERAL ACRES, MORE OR LESS, LOCATED IN BERKSHIRE COUNTY, SUBJECT TO: AMGINRIEMEUMMENATDVDAENSCCERIBAENDD HPREORDEUINCATBIOONVER. OYALTY PAY~ MENTS AS SET FORTH IN LEASE CAMC-Greco-000865 1 `Ti REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 320000 MT EXPL. L IC . #00158 LICENSE MINERAL MONTANA LAND DESCRIPTION: EXPLORATION LICENSE NO. 0 0 1 5 8 DATED APRIL 1 1 , BETWEEN CYPRUS INDUSTRIAL MINERALS COMPANY, A CORP* AND THE STATE OF MONTANA, DEPARTMENT OF 1 9 7 4 , RENEWABLE ANNUALLY, D IV ISIO N OF CYPRUS MINES STATE LANDS, AS FOLLOWS: EXPLORATION LICENSE # 0 0 1 5 8 THE STATE OF MONTANA. ALLOWS CYPRUS TO EXPLORE FOR MINERALS THROUGHOUT BOND NO. 64S 1 0 0 3 4 9 8 3 7 IN AMOUNT OF CURRENTLY SECURES OTAFLMC OENXTPALNOAR. ATION ACTIVITIES CONDUCTED THEREUNDER IN THE STATE CAMC-Greco-000866 13 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 320071 TR01 TRACK LEASE #086,627 LEASED INDUSTRIAL SITE MONTANA GALLATIN LAND DESCRIPTION: TRACK LEASE APPLICATION MONTANA RAIL LINK, INC. BELOW: - AND AND AGREEMENT DATED SEPTEMBER 1 f 1990 BETWEEN CYPRUS INDUSTRIAL MINERALS, AS DESCRIBED PREMISES AND 1,000 FEET OF TRACK AT THRFPPo d p c AS SHOWN ON EXHIBIT 'A* ATTACHED TO THE a c S n T " TM C0TM TI MONTANA, CAMC-Greco-000867 14 REDACTED DOCUMENT S C H E D U LE 5 . 8 --3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEASED PRO PERTY 3 2 0 0 0 8 TROI BN - TRACKAGE PERMIT INDUSTRIAL SITE MONTANA GALLATIN LAND DESCRIPTION: INDUSTRY TRACK AGREEMENT DATED SEPTEMBER 2 9 / 1 9 8 6 BETWEEN MONTANA RAIL LINK IN C ., SUCCESSOR IN INTEREST TO BURLINGTON NORTHERN, AND CYPRUS INDUSTRIAL MINERALS COMPANY. PROPERTY IS LEASED BY CYPRUS UNDER LEASE NO. 8 8 5 0 3 (PROPERTY NUMBER 3 2 0 0 0 8 ). CAMC-Greco-000868 - 15 - REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a PROPPINRRPTEOOCRESOPPTTREEUAYRRNETTTTSYYNTYEUTNTNNMAAAYYBMMMPPEEEREEE:::::: LEASED PROPERTY 320008 LEASE #88503 EASEMENT/RIGHT-OF-WAY MONTANA GALLATIN LAND DESCRIPTION: LEASE DATED APRIL 2 9 , 19 60 BETWEEN NORTHERN RAILWAY COMPANY, ASSIGNOR, AND SIERRA TALC COMPANY, ASSIGNEE, AS FOLLOWS: ALL THAT PART OF THE PREMISES OF THE SAID RAILWAY COMPANY AS SHOWN OUTLINED IN RED AND BLUE ON THE PRINT ATTACHED TO SUPPLEMENT DATED JUNE 1 , 1 9 8 6 . SAID EXHIBIT IS DATED JUNE 1 0 , 1 9 8 6 . CAMC-Greco-000869 TC REDACTED DOCUMENT SCHEDU LE 5 . 8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320033 BN L S . # 2 3 9 ,6 1 8 EASEMENT/RIGHT-OF-WAY INDUSTRIAL SITE MONTANA GALLATIN LAND DESCRIPTION: AGREEMENT DATED DECEMBER 1 6 , 1 9 8 1 , AS AMENDED, BETWEEN MONTANA RAIL LINK IN C ., SUCCESSOR TO BURLINGTON NORTHERN RAILROAD COMPANY, AND CYPRUS MINES CORPORATION, AS FURTHER DESCRIBED BELOW: RAILROAD PROPERTY LOCATED IN GALLATIN COUNTY, MONTANA, AND IDENTIFIED IN EXHIBIT A TO AGREEMENT DATED AUGUST 1 7 , 1 9 8 1 . CAMC-Greco-000870 -17- REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a PROPERTY NUMBER p r o pe r t y NAME interest type property type STATE NAME COUNTY NAME 320009 BN LS # 8 07 8 8 LEASED SURFACE MONTANA MADISON LAND DESCRIPTION: LEASED PROPERTY SUPPLEMENT TO LEASE NO. 8 0 7 8 8 , AS AMENDED, DATED AUGUST 1 4 , 1 9 5 6 BETWEEN SIERRA TALC AND CLAY C O ., LESSEE, AND NORTHERN PACIFIC RAILROAD COMPANY, AS ASSIGNED, LESSOR, AS DESCRIBED BELOW: THAT PORTION OF THE RAILWAY COMPANY'S RUBY VALLEY BRANCH RIGHT OF WAY IN SECTION 9 , TOWNSHIP 6 SOUTH, RANGE 4 WEST, MONTANA PRINCIPAL MERIDIAN LYING BETWEEN TWO LINES PARALLEL WITH AND DISTANT RESPECTIVELY 8 .5 F T . AND 1 0 0 FT. WESTERLY MEASURED AT RIGHT ANGLES, FROM THE CENTER LINE OF THE RAILWAY COMPANY'S MAIN TRACK AS NOW CONSTRUCTED AND BETWEEN A LINE AT RIGHT ANGLES TO SAID CENTER LINE AT A POINT THEREIN DISTANT 632 FEET SOUTHERLY MEASURED ALONG SAID CENTER LINE, FROM ENGINEERING STATION 2 3 8 8 PLUS 3 7 .8 AND A LINE AT RIGHT ANGLES TO SAID CENTER LINE FROM A POINT THEREIN DISTANT 7 0 0 FT. NORTHERLY, MEASURED ALONG SAID CENTER LINE, FROM THE SOUTH LINE OF SAID SECTION. CAMC-Greco-000871 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEASED PROPERTY PRPPOINRRPCTOOEOESRPPTRUEETARRNYETTTTSYNYYTEUNTNTMNAAAYYBMMMPPEEEREEE:::::: 320017 MADISON VAL. BAPTIST LEASED SURFACE MONTANA MADISON LAND DESCRIPTION: LEASE AGREEMENT DATED OCTOBER 2 3 , 1987 BETWEEN MADISON VALLEY BAPTIST CHURCH, LESSOR, AND CYPRUS INDUSTRIAL MINERALS COMPANY, A DIVISIO N 'O F CYPRUS MINES CORPORATION, AS DESCRIBED BELOW: TOWNSHIP 5 SOUTH, RANGE 1 WEST, MONTANA PRINCIPAL MERIDIAN, MADISON COUNTY LOT 3 OF THE 2ND NORTH ADDITION TO ENNIS CERTIFICATE OF SURVEY FILED IN PLAT BOOK COUNTY, MONTANA. HOT SPRINGS 4 , PAGE 1 4 1 ACCORDING TO THE RECORDS OF MADISON SUBJECT, HOWEVER, TO SUCH RESERVATIONS AND EXCEPTIONS AS MAY BE CONTAINED IN CONVEYANCES TO THE GRANTORS, OR THEIR PREDECESSORS IN INTEREST, AND FURTHER SUBJECT TO SUCH EASEMENTS AND RIGHTS OF WAY AS MAY APPEAR OF RECORD CAMC-Greco-000872 19 REDACTED DOCUMENT SCHEDU LE 5 .8 -3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEASED PROPERTY 320136 MONTANA INM 1710--86 LEASED SURFACE/MINERALS MONTANA MADISON LAND DESCRIPTION: STATE OF MONTANA NON-METALLIFEROUS MINERALS LEASE IN M -1 71 0 -8 6 DATED MARCH 1 7 , 1986 BETWEEN STATE OF MONTANA, DEPARTMENT OF STATE LANDS, LESSOR, AND CYPRUS MINES CORPORATION, LESSEE, AS DESCRIBED BELOW: TOWNSHIP 2 SOUTH, RANGE 7 WEST SECTION 3 6 : LOTS 1 , 2 , 3 , 4 , N /2 , N /2 S /2 CONTAINING 6 3 7 .6 8 ACRES, MORE OR LESS, LOCATED IN MADISON COUNTY, MONTANA SUBJECT TO: 1 ) HPREORDEUINCATBIOONVERDOYEASCLTRYIBPEADY. MENTS, AS SET FORTH IN THE MINING LEASE 2 ) OVERRIDING ROYALTY TO EDWARD NOLTE PURSUANT TO SECTION 4 .6 OF THAT CERTAIN AGREEMENT DATED AUGUST 1 3 , 1985 BETWEEN EDWARD NOLTE APRNODPECRYTPYRUFSILMEINLES- 3C2O0 R1 P1O2R) .ATION (AREA OF. INTEREST PROVISION, SEE CAMC-Greco-000873 20 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEASED PROPERTY pro perty NUMBER PROPERTY NAME INTEREST TYPE PROPERTY TYPE STATE NAME COUNTY NAME 320242 SP01 JOHNNY GULCH R-O-W PERMIT SURFACE MONTANA MADISON LAND DESCRIPTION: SPECIAL USE PERMIT DATED APRIL 2 0 , 1977 BETWEEN THE U . S . FOREST SERVICE, PERMITTER, AND UNITED SIERRA D IV ISIO N , CYPRUS MINES CORPORATION, PERMITTEE, AS DESCRIBED BELOW: A RIGHT-OF-WAY 1 CHAIN IN WIDTH BEGINNING AT A POINT 21 CHAINS SOUTH OF THE NW CORNER OF SECTION 8 , T 9 S , R1W, P .M .M .; THENCE RUNNING WESTERLY UP JOHNNY GULCH APPROXIMATELY 83 CHAINS TO LOWER JOHNNY GULCH SPRING. THE RIGHT-OF-WAY IS SHOWN ON THE PLAT ATTACHED TO THE SPECIAL USE PERMIT. THIS PERMIT I S NOT ASSIGNABLE OR TRANSFERABLE BY CYPRUS MINES CORP. CAMC-Greco-000874 - 21 - REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEASED PROPERTY PROPIPNRRPTOEOCERSOPPTRTEEUYARRENTTTTSYYNTEYUTNTMNNAYYAABMMMPPEEEREEE::::i: 320181 LOTT BROS. EASEMENT EASEMENT/RIGHT-OF-WAY RIGHT OF WAY MONTANA MADISON LAND DESCRIPTION: EASEMENT DATED OCTOBER 1 7 , 19 88 BETWEEN LOTT B R O S., IN C . AND EDITH A. TASH AND EDWIN E . TASH, GRANTOR, AND CYPRUS MINES CORPORATION, GRANTEE, WITH A MEMORANDUM RECORDED AT BOOK 3 3 5 , PAGE 41 IN THE RECORDS OF MADISON COUNTY, MONTANA, AS DESCRIBED BELOW: AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND USE AN ACCESS ROAD OVER, ALONG AND ACROSS THE FOLLOWING LANDS LOCATED IN THE COUNTY OF MADISON, STATE OF MONTANA: TOWNSHIP 7 SOUTH, RANGE 6 WEST, MONTANA PRINCIPAL MERIDIAN SECTION 27 SECTION 33 SECTION 34 E /2, SE /4 NW/4, NW/4, S E /4 N E /4 , NW/4 THE EASEMENT SHALL BE OF VARIABLE WIDTH, WITH SUCH ADDITIONAL WIDTH AS REQUIRED FOR ACCOMMODATION, PROTECTION AND MAINTENANCE OF CUTS AND F IL L S. CAMC-Greco-000875 22 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a PROPPINRRPTOEOCERSOPPTRTEEUAYRRENTTTSTYYTNEYUTTMNNNYYAAABMMMPPEEEREEE:::::: LEASED PROPERTY 320002 U .P . RR - CD #37827 EASEMENT/RIGHT-OF-WAY RIGHT OF WAY NEBRASKA HALL LAND DESCRIPTION: CONTRACT DATED NOVEMBER 1 6 , 1971 BETWEEN UNION PACIFIC RAILROAD, LESSOR, AND CYPRUS MINES CORPORATION, LESSEE, AS DESCRIBED BELOW: AN INDUSTRY SPUR TRACK APPROXIMATELY 804 FEET IN LENGTH LOCATED IN GRAND ISLAND, IN HALL COUNTY, NEBRASKA. BY SUPPLEMENTAL AGREEMENT DATED 0 6 /2 0 /1 9 7 8 , CYPRUS ACQUIRED AN ADDITIONAL 6 0 3 FEET OF TRACK. CAMC-Greco-000876 -- 91 -- REDACTED DOCUMENT S C H E D U L E 5 . 8 --3 a LEA SED PROPERTY PROPPINRRPTOOECEROSPPTRTEEUYARRENTTTTSNYYTEYUMNTTNNAAAYYBMMMPPEEEREEE:::::: 320057 CONRAIL # 1 71985 LICENSE INDUSTRIAL SITE NEW JERSEY MIDDLESEX LAND DESCRIPTION: AGREEMENT REGISTRY NO. 1 7 1 9 8 5 DATED APRIL 4 , 1 9 6 6 BETWEEN LEHIGH VALLEY RAILROAD C O ., AS ASSIGNED, AND METROPOLITAN TALC C O ., IN C ., AS ASSIGNED, AS FURTHER DESCRIBED BELOW: AGREEMENT COVERING A 2-IN C H PIPE AND A WATER METER PIT LOCATED AT MILE POST 2 6 + 4 6 9 2 , SOUTH PLAINFIELD, N J. CAMC-Greco-000877 _ > 1 _ REDACTED DOCUMENT SCH EDD LE 5 .8 -3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PRO PERTY 320058 CONRAIL SIDETRACK SERVICE AGREEMENT RIGHT OF WAY NEW JERSEY MIDDLESEX LAND DESCRIPTION: AGREEMENT FOR INDUSTRY TRACK DATED JUNE 2 8 , 1 9 8 2 BETWEEN CONSOLIDATED RAIL CORPORATION AND CYPRUS MINES CORPORATION AS DESCRIBED BELOW: SIDETRACK AT OR NEAR SOUTH PLAINFIELD STATION WHICH IS 6 8 0 ' IN LENGTH WAMITBHOYPSOEICNOTNODAFRSYW. ITCH LOCATED 515* WEST OF MILEPOST 260 UONN LiME PPEERRTTHH ***>4*w - v ,, , rf*.. ..T... fa&ffaaaaB iiiMfaiiM^ CAMC-Greco-000878 - 25 - REDACTED DOCUMENT SCHEDULE 5 . 8 - 3a LEASED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 340119 MILPARK LEASE LEASED INDUSTRIAL SITE TEXAS HARRIS LAND DESCRIPTION: LEASE AGREEMENT DATED MAY 3 1 , 1 9 8 8 , AS AMENDED, BETWEEN CYPRUS INDUSTRIAL MINERALS COMPANY, A DIVISION OF CYPRUS MINES CORPORATION, LESSEE, AND MILPARK DRILLING FLU ID S, LESSOR, WITH A MEMORANDUM RECORDED ON APRIL 2 4 , 1989 AT FILE NO. 1 4 5 - 6 3 - 1 2 4 1 , IN THE RECORDS OF HARRIS COUNTY, TEXAS: TRACT "A": A TRACT OF LAND CONTAINING 5 .2 8 0 8 ACRES MORE OR LESS, BEING OUT OF AND A PART OF THAT CALLED 1 1 .0 3 7 5 ACRE TRACT SITUATED IN THE JOHN JONES LEAGUE, ABSTRACT 4 8 3 , HARRIS COUNTY, TEXAS, SAID 1 1 .0 3 7 5 ACRES BEING THAT SAME TRACT CONVEYED TO OIL BASE, IN C ., FROM SOUTHERN PACIFIC CONPANY BY DEED RECORDED UNDER CLERS'S FILE NO. G -2 9 9 5 6 5 ; SAID 5 .2 8 0 8 ACRE TRACT MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF VAN ROAD (BASED ON A WIDTH OF 60 FEET) AND THE EAST RIGHT-OF-WAY LINE OF SHELDON ROAD (BASED ON WIDTH OF 100 FEE T); THENCE, NORTH 85 DEG. 36 MIN. 15 SEC. EAST, A DISTANCE OF 2 4 .4 3 FEET ALONG SAID NORTH IRGHT-OF-WAY LINE OF VAN ROAD TO A MXM BEING LOCATED IN THE EAST LINE OF A STRIP OF LAND CONVEYED TO HARRIS COUNTY AND FILED UNDER CLERKS'S FILE NO. F -9 3 6 0 8 1 , SAID "X" ALSO MARKING THE SOUTHWEST CORNER OF SAID 1 1 .0 3 7 5 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, NORTH 03 DEG. 52 MIN. 17 SEC. WEST, A DISTANCE OF 4 0 1 .7 4 FEET ALONG SAID EAST LINE OF THE STRIP OF LAND CONVEYED TO HARRIS COUNTY TO A 5 /8 INCH IRON ROD FOUND FOR THE NORTHWEST CORNER OF SAID 1 1 .0 3 7 5 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, NORTH 86 DEG. 58 MIN. 15 SEC. EAST, A DISTANCE OF 5 8 2 .7 8 FEET TO A POINT MARKING THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT; THENCE SOUTH 03 DEG. 52 MIN. 17 SEC. EAST, A DISTANCE OF 3 8 7 .8 1 FEET TO A POINT MARKING THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, SAME BEING IN THE SAID NORTH RIGHT-OF-WAY LINE OF VAN ROAD; THENCE, SOUTH 85 DEG. 36 MIN. 16 SEC. WEST, A DISTANCE OF 5 8 2 .7 4 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING AND AND CONTAINING 5 .2 8 0 8 ACRE OF LAND, MORE OR LESS. CAMC-Greco-000879 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEA SED PROPERTY TRACT "B": a TRACT OF LAND CONTAINING 5 .7 5 6 8 ACRES MORE OR L E SS, BEING OUT OF AND A PART OF THAT CALLED 1 1 .0 3 7 5 ACRE TRACT SITUATED IN THE JOHN JONES LEAGUE, ABSTRACT 4 8 3 , HARRIS COUNTY, TEXAS, SAID 1 1 .0 3 7 5 ACRES BEING THAT SAME TRACT CONVEYED TO OIL BASE, IN C ., FROM SOUTHERN PACIFIC COMPANY BY BY DEED RECORDED UNDER CLERKS' S FILE NO. G -2 9 9 5 6 5 ; SAID 5 .7 5 6 8 ACRE TRACT MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF VAN ROAD (BASED ON A WIDTH OF 60 FEET) AND THE EAST RIGHT-OF-WAY LINE OF SHELDON ROAD (BASED ON A WIDTH OF 100 FEET); THENCE NORTH 85 DEG. 36 MIN. 15 SEC. EAST, A DISTANCE OF 2 4 .4 3 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE OF VAN ROAD TO AN MX" SET IN CONCRETE, SAID "X" BEING LOCATED IN THE EAST LINE OF A STRIP OF LAND CONVEYED TO HARRIS COUNTY AND FILED UNDER CLERK'S FILE NO. F -9 3 6 0 8 1 ; THENCE, NORTH 03 DEG. 52 MIN. 17 SEC. WEST, A DISTANCE OF 4 0 1 .7 1 FEET ALONG SAID EAST LINE OF THE STRIP OF LAND CONVEYED TO HARRIS COUNTY TO A 5 /8 INCH IRON ROD FOUND FOR CORNER; THENCE, NORTH 86 DEG. 58 MIN. 15 SEC. EAST, A DISTANCE OF 5 8 2 .7 8 FEET TO A POINT MARKING THE NORTHWEST CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE, CONTINUING NORTH 86 DEG. 58 MIN. 15 SEC. EAST, A DISTANCE OF 9 6 7 .4 0 FEET TO A 1 /2 INCH IRON ROD SET MARKING THE NORTHEAST CORNER OF SAID 1 1 .0 3 7 5 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT, SAID ROD BE ING LOCATED IN THE CENTER LINE OF A RAILROAD TRACK; THENCE, SOUTH 80 DEG. 36 MIN. 15 SEC. WEST, A DISTANCE OF 5 2 .7 0 FEET TO A 1 /2 INCH IRON ROAD SET MARKING THE BEGINNING OF A CURVE TO THE LEFT; THENCE, IN A SOUTHWESTERLY DIRECTION FOLLOWING SAID CURVE TO THE LEFT, HAVING A RADIUS OF 3 8 1 .9 7 FEET AND SUBTENDING IN A CENTRAL ANGLE OF 81 DEG. 56 MIN. 24 S E C ., AN ARC LENGTH OF 5 4 6 .2 6 FEET, A CHORD OF 5 0 0 .8 9 FEET IN LENGTH WHICH BEARS SOUTH 39 DEG. 38 MIN. 03 SEC. WEST TO A 1 /2 IN . IRON ROD SET IN SAID NORTH RIGHT-OF-WAY LINE OF VAN ROAD, SAID IRON ROD MARKING THE SOUTHEAST CORNER OF SAID 1 1 .0 3 7 5 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, SOUTH 85 DEG. 36 MIN. 15 SEC. WEST, A DISTANCE OF 5 7 0 .0 4 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE OF VAN ROAD TO A POINT MARKING THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT; THENCE NORTH 03 DEG. 52 MIN. 17 SEC. WEST, A DISTANCE OF 3 8 7 .8 1 FEET TO TLHEESSP. OINT OF BEGINNING AND CONTAINING 5 .7 5 6 8 ACRES OF LAND, MORE OR CAMC-Greco-000880 77 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEASED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320026/320026A TEXAS PACIFIC LAND LEASED SURFACE AND MINERAL TEXAS HUDSPETH LAND DESCRIPTION: LIMESTONE AND TALCOSE ROCK LEASE AGREEMENT, AS AMENDED, BETWEEN TEXAS PACIFIC LAND TRUST, LESSOR, AND SOUTHWESTERN TALC CORPORATION, LESSEE AS ASSIGNED, DATED NOVEMBER 1 , 1 9 5 6 , AS FURTHER DESCRIBED BELOW: TOWNSHIP 8-BLOCK 6 7 , T & P RY. CO. SURVEY, HUDSPETH COUNTY, TEXAS: SECTION : S /2 E /2 SW/4 SW /4, S /2 SE /4 SW /4, S /2 W/2 SW/4 SE /4 CONTAINING 40 ACRES, MORE OR LESS SUBJECT TO: 1) SUBLEASE UNDER LIMESTONE AND TALCOSE ROCK LEASE DATED APRIL 16 AND TEXAS TALCS0CUOTMHPWAENSYT, ERSUNBTLAELSCSECEO, RAPSORAASTSIIOGNN, ESDU. BLESSOR, AS ASSIGNED r 2) ADVANCE MINIMUM AND PRODUCTION ROYALTY DLAENSDCRAIBSEDSETHEFROERINTHABOINVET. HE LIMESTONE AND PAYABLE TALCOSE TO TEXAS PACIFIC ROCK LEASE AGREEMENT 3) OVERRIDING PRODUCTION ROYALTY PAYABLE AS DESCRIBED IN LETTER DATED APRIL 2 3 , CORP. AND WILLIAM ROSSMAN. TO MRS. LOYCE ROSSMAN COOLEY 1 9 6 8 FROM SOUTHWESTERN TALC CAMC-Greco-000881 - 28 - REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320031 TEXAS PACIFIC-SPUR LEASED SURFACE TEXAS HUDSPETH LAND DESCRIPTION: LEASE AND CONTRACT NO. 4 8 1 3 -B , AS AMENDED, DATED JANUARY 1 5 , 1 9 7 3 BETWEEN TEXAS PACIFIC LAND TRUST, LESSOR, AS ASSIGNED, AND UNITED SIERRA DIVISION CYPRUS MINES CORPORATION, LESSEE, AS DESCRIBED BELOW: SURVEY 3 , TOWNSHIP 8 , BLOCK 69 TRACT ONE: BEGINNING AT THE INTERSECTION OF A FENCE ALONG THE EASTERLY LINE OF AN EXISTING ROAD WITH A FENCE ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF THE TEXAS AND PACIFIC RAILWAY CO. RAILROAD, SAID BEGINNING POINT "BEING SOUTH 3 ,6 7 1 FEET, MORE OR LESS, AND EAST 2 ,3 3 0 FEET, MORE OR LE SS, FROM THE NORTHWEST CORNER OF SECTION 3 , TOWNSHIP 8 , BLOCK 6 9 ; THENCE NORTH 70 DEGREES 1 2 ' WEST WITH SAID NORTHERLY RIGHT-OF-WAY LINE OF THE TEXAS AND PACIFIC RAILWAY CO. RAILROAD, 4 0 0 FEET TO A POINT FOR CORNER; THENCE NORTH 19 DEGREES 4 8 ' EAST, 100 FEET TO A POINT FOR CORNER; THENCE SOUTH 70 DEGREES 1 2 ' EAST, 950 FEET TO A POINT FOR A CORNER; THENCE SOUTH 19 DEGREES 4 8 ' WEST, 100 FEET TO A POINT FOR A CORNER; THENCE NORTH 70 DEGRESS 1 2 'WEST WITH SAID NORTHERLY RIGHT-OF-WAY LINE OF THE TEXAS AND PACIFIC RAILWAY CO. RAILROAD RIGHT OF WAY 5 5 0 FEET TO THE POINT OF BEGINNING, CONTAINING 2 .1 8 ACRES, MORE OR LESS; TRACT TWO: BEGINNING AT"a POINT IN THE CENTER LINE OF AN EXISTING ROAD WHICH POINT IS 1 5 .2 3 FEET, NORTH 70 DEGREES 1 2 ' WEST, AND 1 0 1 .5 7 FEET, NORTH 9 DEGREES 4 3 ' EAST FROM THE BEGINNING POINT OF THE FIRST TRACT AS ABOVE DESCRIBED; CAMC-Greco-000882 29 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a - LEASED PROPERTY THENCE NORTH 9 DEGREES 4 3 ' EAST, WITH THE CENTER LINE OF SAID ROAD, 3622 FEET, MORE OR LE SS, TO A POINT IN THE NORTH LINE OF SAID SURVEY NO. 3 TOWNSHIP 8 , BLOCK 6 9 , WHICH IS 2955 FEET, MORE OR LESS, EAST OF TEE NORTHWEST CORNER OF SAID SURVEY; SAID LINE BEING 15 FEET FROM AND PARALLEL WITH AN EGXRAISNTTIENDGFOFERNCREIGHLTINEOFAWNDAYBFEOINRGSAINID TRHOEACDE; NTER OF A 30-FOOT STRIP OF LAND HEREIN SAID RIGHT OF WAY CONTAINING 1 0 8 ,6 6 0 SQUARE FEET, OR 2 .4 9 4 ACRES OF LAND. CAMC-Greco-000883 - 30 - REDACTED DOCUMENT S C H E D U L E 5 . 8 --3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PRO PERTY 320118 MISSOURI PAC.TL21199 LEASED INDUSTRIAL SITE TEXAS HUDSPETH LAND DESCRIPTION: LEASE AGREEMENT DATED SEPTEMBER 5 , 1961 BETWEEN TEXAS AND PACIFIC RAILWAY CDOEMSCPRAINBYE,DLBEESLSOOWR:, AND FLORIDA TILE INDUSTRIES, LESSEE, AS ASSIGNED, A TRACT OF LAND TWELVE FEET BY TWENTY FEET AT EAGLE FLAT, HUDSPETH COUNTY, TEXAS, AS INDICATED IN RED ON PRINT ATTACHED TO LEASE AGREEMENT DATED T0 I9L/E0 5 /I1N9D6U1STBREITEWSE, ENIN CTE. XAS AND PACIFIC RAILWAY COMPANY AND FLORIDA CAMC-Greco-000884 REDACTED DOCUMENT SCHEDU LE 5 .8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320032 T & P RAILWAY CO. EASEMENT/RIGHT-OF-WAY RIGHT OF WAY TEXAS HUDSPETH LAND DESCRIPTION: INDUSTRIAL TRACK AGREEMENT DATED FEBRUARY 2 , 1962 BETWEEN TEXAS AND PACIFIC RAILWAY COMPANY, LESSOR, AND SOUTHWESTERN TALC CORPORATION, LESSEE, AS ASSIGNED, FURTHER DESCRIBED BELOW: TRACKAGE TO SERVE LOADING OPERATION ON THE MAIN LINE WESTERN DIVISION OF THE RAILWAY AT MILE POST 7 5 7 .1 IN OR NEAR EAGLE FLAT STATION, COUNTY OF HUDSPETH, STATE OF TEXAS. CAMC-Greco-000885 REDACTED DOCUMENT SCHEDULE 5 . 8 -3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: LEA SED PROPERTY 320149 MCCANDLESS, BYRON W LEASED MINERAL VERMONT WINDHAM LAND DESCRIPTION: LEASE AGREEMENT DATED NOVEMBER 1 , 1 9 8 1 , AS AMENDED, BETWEEN BYRON W MC CANDLESS AND MARY B . MC CANDLESS, LESSOR, AND OMYA, IN C ., LESSEE,' AASS FAUSRSTIGHNEREDD, EASCMREIBMEODRABNEDLUOMWO: F LEASE RECORDED IN VOLUME 2 5 , PAGEaS 4 8 5 - 449y7/ ' PARCEL A ! ^ TM NG AT A P0INT AT THE SOUTH END OF A STONE WALL WHICH POINT MARKS THE SOUTHEAST CORNER OF LANDS OF OMYA, IN C .; THENCE NORTH 1 1 .O^DEGREES EAf J A DISTANCE OF EIGHT HUNDRED FORTY-FIVE ( 8 4 5 . 0 ) FEET, MORE OR LESS, TO A POINT; THENCE SOUTH 6 1 . 0 DEGREES 43 EAST A DISTANCE OF ^IVE HUNDRED EIGHTEEN ( 5 1 8 . 0 , FEET, MORE OR LE SS, TO A P o L i ; S S S O U ^ LESS, DT^ORAEEPSO3IN0 T; EATSHTENACEDISSTOAUNTCHE2 O6 F. 0 SEDVEGENREHEUSND1 R5 E' DEA( 7ST0 0A. 0 )DISFTEAENTC, EMOOFRE OR SEVEN HUNDRED SEVENTEEN ( 7 1 7 . 0 ) FEET, MORE OR LESS, TO A POIOT J L nCE illtrLEET'f2 M H^ 6^ J S EGREES 2 5 ' EAST * DISTANCE 0F TWO HUNDRED FIFTY-ONE AND 5 /1 0 M RE R LESS' T A P0INT 1 SAID POINT MARKS THE NORTH- DIRECTION^IN^A F MCCANDLESS* THENCE IN A NORTHWESTERLY hmtSo mnSS ^ iS ng y 5 fe e t' C0URSE more or A l De sISsT,ANTCOEt op he 0NE thousand e ig h t point and place of PARCEL B AT A P01NT AT THE SOUTH END OF A STONE WALL WHICH POINT MARKS ! * TM EAf C0RNER F LANDE OF OMYA, IN C . AND WHICH ALSO M ^K S T ^ P O I N T lBEGINNING OF PARCEL A HEREINABOVE DESCRIBED; THENCE IN SOUTHEASTERLY DIRECTION IN A STRAIGHT LINE COURSE IN AND ALONG THE^SOUTH MORnE 0NE ^ ' H0USAND F AS API0INPTA?RCETLHEANCAE SEVENTY-FIVE ( 1 0 7 DSISOTUATNHCE1 2. 5.0) FEET, 0FMDTOHERGREEROEERE^SLD1E3RS'SE, WdTEOS3TA0 A0 P) ODFIISNeTTSA NC IN E THE NORTHERLY EDGE OF THE RIGHT-OF-WAY OF TOWN ROAD # 3 - THENCE IN A NORTHWESTERLY DIRECTION IN AND ALONG SAID RIGHT-OF-WAy 'TO A p S lN ^ wSlCH OINT MARKS THE SOUTHEASTERLY CORNER OF LANDS NOW OR FORMERLY OF SAUNDERS - THENCE NORTH 1 2 . 0 DEGREES 13* EAST IN AND ALONG SAID SAUNDERS eI s t S TBOOUTNHDEARYPOLININTEANADDPISLTAACNECEOFOBFEGNIINNENINHGUN. DRED SEVEN ( 9 0 7 . 0 )* FEET ' MMORREE ORR LLEESSSS' CAMC-Greco-000886 13 REDACTED DOCUMENT S C H E D U LE 5 . 8 --3 a LEASED PRO PERTY PARCEL C BEGINNING AT A POINT IN THE SOUTH END OF A STONE WALL WHICH POINT MARKS THE SOUTHEAST CORNER OF LANDS NOW OR FORMERLY OF HAMM; THENCE SOUTH 1 2 . 0 DEGREES 5 5 ' WEST IN AN IMAGINARY CONTINUATION OF SAID STONE WALL A DISTANCE OF ONE THOUSAND ONE HUNDRED SEVENTY-FIVE ( 1 1 7 5 . 0 ) FEET, MORE OR LESS, TO A POINT WHICH SAID POINT IF LOCATED APPROXIMATELY FIVE HUNDRED ( 5 0 0 . 0 ) FEET NORTHERLY OF THE NORTHERLY EDGE OF THE RIGHT-OF-WAY OF ROUTE # 1 2 1 ; THENCE IN A SOUTHERWESTERLY DIRECTION IN A STRAIGHT LINE COURSE A DISTANCE OF ONE THOUSAND ONE HUNDRED SEVENTY ( 1 1 7 0 . 0 ) FEET, MORE OR L E SS, TO A POINT LOCATED APPROXIMATELY FIVE HUNDRED ( 5 0 0 . 0 ) FEET NORTHERLY OF THE NORTHERLY EDGE OF THE RIGHT-OF-WAY OF ROUTE # 1 2 1 IN THE EASTERN BOUNDARY LINE OF LANDS NOW OR FORMERLY OF DIETRICH; THENCE NORTH 9 .0 DEGREES 5 5 ' EAST IN AND ALONG SAID DIETRICH 'S EASTERLY BOUNDARY LINE A DISTANCE OF ONE THOUSAND EIGHT HUNDRED ( 1 8 0 0 . 0 ) FEET, MORE OR LE SS, TO A POINT; THENCE NORTH 4 8 . 0 DEGREES 2 5 ' EAST A DISTANCE OF NINETY-EIGHT ( 9 8 . 0 ) FEET, MORE OR LESS, TO A POINT IN A STONE WALL WHICH POINT IS LOCATED IN THE SOUTHERLY BOUNDARY LINE OF HAMM; THENCE SOUTH 5 9 . 0 DEGREES 02* EAST IN AND ALONG SAID HAMM'S SOUTHERLY BOUNDARY LINE A DISTANCE OF ONE THOUSAND TWO HUNDRED SIXTY ( 1 2 6 0 . 0 ) FEET, MORE OR LESS, TO THE POINT AND PLACE OF BEGINNING. CONTAINING 6 6 . 0 MINERAL ACRES, MORE OR LESS, LOCATED IN WINDHAM COUNTY, VERMONT. ACREAGE AND LOCATION CANNOT BE ACCURATELY DETERMINED FOR THIS LEASE WITHOUT A SURVEY. THIS LEASE COVERS A PORTION OF 2 2 0 . 0 ACRES OWNED BY MCCANDLESS. BEING A PORTION OF THE LANDS FORMERLY OF C . H . MCCANDLESS AND LOIS WOOD MCCANDLESS AND NOW OF BYRON W. MCCANDLESS AND MARY B . MCCANDLESS. REFERENCE I S HAD TO THE DEED RECORDED AT BOOK 17 AND PAGE 298 OF THE LANDS RECORDS OF THE TOWN OF WINDHAM FOR A MORE COMPLETE DESCRIPTION. ASSISTANCE IN DETERMINING THE LOCATIONS AND BOUNDARIES OF THE RESPECTIVE PARCELS MAY BE HAD BY REFERENCE TO THE MAP ATTACHED HERETO AND DRAWN BY B. W. MCCANDLESS AND C. H. MCCANDLESS DATED OCTOBER 2 3 , 1 9 6 2 . SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN THE LEASE AGREEMENT HEREINABOVE DESCRIBED. CAMC-Greco-000887 34 REDACTED DOCUMENT S C H E D U LE 5 . 8 --3 a LEASED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320150 HOWARD, BERNARD E. LEASED MINERAL VERMONT WINDHAM LAND DESCRIPTION: LEASE AGREEMENT DATED SEPTEMBER 1 , 1983 BETWEEN BERNARD E . HOWARD AND ETHEL K. HOWARD, LESSOR, AND OMYA, I NC . , LESSEE, AS ASSIGNED, A MEMORANDUM OF LEASE RECORDED IN BOOK 2 2 , PAGE 1 3 , IN THE TOWN OF WINDHAM RECORDS, VERMONT, AS FURTHER DESCRIBED BELOW: BEING ALL OF THE LANDS FORMERLY OF CHARLES R . HOWARD, DECEASED, AND NOW OF BERNARD E . HOWARD AND ETHEL K. HOWARD. REFERENCE I S HAD TO CERTAIN DEEDS RECORDED AT BOOK 1 6 , PAGE 1 0 ; BOOK 1 8 , PAGE 465 AND BOOK 2 1 , PAGE 2 0 , OF THE LAND RECORDS OF. THE TOWN OF WINDHAM, VERMONT FOR A MORE COMPLETE DESCRIPTION. CONTAINING 1 0 0 . 0 MINERAL ACRES, MORE OR LESS, LOCATED IN WINDHAM COUNTY, VERMONT. SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN THE LEASE AGREEMENT HEREINABOVE DESCRIBED. t\ CAMC-Greco-000888 35 REDACTED DOCUMENT SCHEDU LE 5 .8 -3 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 3 2 0 15 4 01 JONES, CLYDE LEASED MINERAL VERMONT WINDHAM LAND DESCRIPTION: LEA SED PROPERTY MINERAL RIGHTS AGREEMENT DATED OCTOBER 5 , 1 9 8 3 BETWEEN CLYDE JONES, AS ASSIGNED, AND NEWFANE SOAPSTONE ASSOCIATES, AS ASSIGNED, RECORDED FINURTBOHOEKR D5 E6 ,SCPRAIBGEED5 B5E4L, OWIN: THE TOWN OF DOVER RECORDS, VERMONT, AS BEING A PARCEL OF THE EASTERLY PART OF LAND OF CLYDE JONES, NOT TO INCLUDE ANY PART OF THE LARGE OPEN MOWED FIELD LYING EASTERLY OF SAID JONES HOUSE, AND BEING MORE FULLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE CLYDE JONES LAND, SAID CORNER PRESUMED TO BE ON THE TOWN LINE BETWEEN DOVER AND NEWFANE AND BEING THE SOUTHEAST CORNER OF LAND NOW OR FORMERLY OF ONE ROSSNER; THENCE ABOUT SOUTH 2 8 . 0 DEGREES WEST ALONG THE EASTERLY BOUNDARY OF SAID JONES, ASSUMED TO BE THE TOWN LIN E , AND LAND OF CERSOSIMO AND LAND OF HOLTZ ABOUT 2 0 0 0 . 0 FEET, MORE OR LE SS, TO THE SOUTHEAST CORNER OF LAND OF SAID JONES; THENCE ABOUT NORTH 6 4 . 0 DEGREES WEST ALONG LAND OF MERRIAM AND LAND OF LI SATANO ABOUT 2 4 0 0 . 0 FEET, MORE OR LESS, TO A POINT WHERE A LINE RUNNING NORTHERLY PARALLEL WITH SAID JONES' EASTERLY BOUNDARY WOULD JUST TOUCH THE STONE WALL BORDERING THE LARGE OPEN MOWED FIELD EASTERLY OF THE CLYDE JONES HOUSE AND NOT AT ANY POINT ENTER SAID OPEN FIELD; THENCE ABOUT NORTH 2 8 . 0 DEGREES EAST IN A STRAIGHT LINE PARALLEL WITH JONES' EASTERLY BOUNDARY ABOUT 2 0 0 0 . 0 FEET, MORE OR LESS, TO THE NORTHERLY BOUNDARY OF SAID JONES LAND; THENCE ABOUT SOUTH 6 4 . 0 DEGREES EAST ALONG LAND OF SAID ROSSNER ABOUT 2 4 0 0 . 0 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. CVEORNMTOANINTI.NG 1 1 0 . 0 MINERAL ACRES, MORE OR LESS, LOCATED IN WINDHAM COUNTY, THE ABOVE DESCRIPTION IS BASED ON THE DOVER TOWN TAX MAPS AND THE AERIAL PHOTOS WITH THOSE MAPS, THE DISTANCES BEING SCALED AND THE BEARINGS GIVEN MAGNETIC. ALSO INCLUDED ARE TWO 50 FOOT WIDE RIGHT-OF-WAY ST R IPS, ONE BEING FROM TOWN ROAD NO. 31 ALONG THE NORTHERLY BOUNDARY OF SAID JONES TO THE ABOVE DESCRIBED PARCEL, THE OTHER BEING ALONG THE SOUTHERLY BOUNDARY OF JONES' LAND FROM TOWN ROAD NO. 30 TO THE ABOVE DESCRIBED PARCEL, THESE CAMC-Greco-000889 36 REDACTED DOCUMENT SCHEDULE 5.8-2a MINERAL PROPERTY OTHER PORTION OR PORTIONS OF THE GRANTORS' PREMISES. SUBJECT TO: m T STATE OF VERMONT HIGHWAY RIGHTS AND CENTRAL VERMONT PUBLIC SERVICE CORPORATION POWER LINE RIGHTS AND EASEMENTS OF RECORD. (2) RESERVATION OF PRODUCTION ROYALTY PAYMENT OF OF ' MARKETABLE. TALC AFTER AN IN IT IA L TONS HAS BEEN REMOVED, AS DESCRIBED IN CONVEYANCE DATED OCTOBER 3, 1945 FROM SHERMAN M. HOWE AND EDYTHE M. HOWE TO VERMONT MINERAL PRODUCTS, INC, SUBJECT TO: (1) EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, COVENANTS AND CONDITIONS SHOWN BY THE PUBLIC RECORDS; (2 ) EASEMENTS, RIGHTS-OF-WAY, OR CLAIMS OF EASEMENTS AND RIGHTS-OF-WAY, NOT SHOWN BY THE PUBLIC RECORDS; AND (3) DISCREPANCIES, CONFLICTS N ,BOUNDARY LINES, SHORTAGE OF AREA, ENCROACHMENTS AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. ft fifii- - 35 REDACTED DOCUMENT S C H E D U L E 5 . 8 --3 a LEASED PROPERTY TWO RIGHTS-OF-WAY TO BE LOCATED IMMEDIATELY ADJACENT TO THE JONES' PROPERTY BOUNDARY EXCEPT WHERE A PHYSICAL OBSTRUCTION SUCH AS WATER, LEDGE OR EXTREME SLOPE MAKES IT NECESSARY TO DIVERT THE RIGHT-OF-WAY AROUND SAID OBSTRUCTION. THE ABOVE DESCRIBED PARCEL OF LAND BEING A PART OF LAND DEEDED BY ETTA L . JONES TO CLYDE W. JONES AND OLIVE A. JONES (NOW DECEASED) BY DEED RECORDED IN DOVER LAND RECORDS, BOOK 15, PAGE 411, DATED OCTOBER 7, 1941. SUBJECT TO: 1) PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN THE MINERAL RIGHTS AGREEMENT DESCRIBED HEREINABOVE. 2) ASSIGNMENT OF JONES MINERAL RIGHTS AGREEMENT FROM NEWFANE SOAPSTONE ASSOCIATES, ASSIGNOR, TO GREEN MOUNTAIN TALC CORPORATION, ASSIGNEE, DATED FEBRUARY -9, 1990, RECORDED AT VOLUME 115, PAGES 217-220, TOWN OF DOVER RECORDS. NEWFANE SOAPSTONE ASSOCIATES RESERVES AN OVERRIDING ROYALTY INTEREST UNDER THE LANDS DESCRIBED HEREINABOVE. 3) PROMISSORY NOTE IN THE AMOUNT OF FROM GREEN MOUNTAIN TALC CORPORATION TO NEWFANE SOAPSTONE ASSOCIATES PAYABLE ON OR BEFORE AUGUST 15, 1994. CAMC-Greco-000891 37 REDACTED DOCUMENT SCHEDULE 5 - 8 "3 LEASED PROPERTY PROPERTY HUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320193 GALLOWHUR, GEORGE LEASED SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: AGREEMENT DATED AUGUST 3, 1961, AS AMENDED, BETWEEN GEORGE GALLOWHUR, LESSOR, AS ASSIGNED, AND EASTERN MAGNESIA TALC CO., IN C ., LESSEE, AS ASSIGNED, A SHORT FORM WHICH IS RECORDED IN BOOK 37, PAGES 161-162 IN THE LAND RECORDS OF THE TOWN OF READING, VERMONT, AS DESCRIBED BELOW: THE SHERMAN HOWE, JR. HOUSE AND PROPERTY ON BOTH SIDES OF ROUTE NO. 106 MORE PARTICULARLY DESCRIBED UPON EXHIBIT A, ATTACHED TO AGREEMENT AND NOTICE OF LEASE DATED AUGUST 3, 1961. NOTE: EXCLUDING THOSE MINING RIGHTS OF WINDSOR MINERALS INC. ON ALL PROPERTY ==== UPON WHICH IT HAS SUCH RIGHTS WHICH LIE EASTERLY OF THE FOLLOWING DESCRIBED LINE: BEING ALL LANDS LYING EASTERLY OF THE LINE TO BE SURVEYED BUT WHICH WILL BE A LINE WHICH IS A NORTHEASTERLY AND SOUTHEASTERLY EXTENSION OF THE EASTERLY LINE OF THE SO-CALLED HOWE, JR. PROPERTY, WHICH LINE RUNS NORTHEASTERLY TO THE LAND NOW OR FORMERLY OWNED BY HARRISON AND SOUTHERLY TO THE CORNER IN THE STONE WALL MARKING THE NORTHEASTERLY CORNER OF THE LAND NOW OR FORMERLY OF ROACH. THERE IS EXCEPTED FROM THIS PROVISION THOSE LANDS UPON WHICH WINDSOR MINERALS PRESENTLY HAS MINING RIGHTS WHICH HAVE BEEN HERETOFORE CONVEYED TO LANGENBACH AND HARRISON. "DESCRIBED PARCEL" OF LAND REFERRED TO IN AGREEMENT SECTION 1, DATED SEPTEMBER 12, 1980. BEING A PARCEL BOUNDED ON THE WEST BY THE WEST LINE OF GALLOWHUR PROPERTIES AS THEY EXISTED AT THE SIGNING OF THE AGREEMENT OF 1961, ON THE NORTH BY LANDS NOW OR FORMERLY OWNED BY COOKE AND HARRISON, AND THE EAST BY A LINE TO BE SURVEYED, BUT WHICH WILL BE A LINE WHICH IS A NORTH EXTENSION OF THE EASTERLY LINE OF THE SO-CALLED HOWE, JR. PROPERTY, WHICH LINE RUNS NORTH TO THE LAND NOW OR FORMERLY OWNED BY HARRISON, AND ON THE SOUTH BY THE NORTH LINE OF THE HOWE LANDS, WHICH IS 1430 FEET MORE OR LESS IN LENGTH AND RUNS ALONG A STONE WALL, HEREINAFTER REFERRED TO AS THE "DESCRiBED PARCEL". SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN AGREEMENT CAMC-Greco-000892 38 REDACTED DOCUMENT SCHEDULE 5 .8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAHE: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320202 FLETCHER FARM, INC. LEASED MINERAL VERMONT WINDSOR LAND DESCRIPTION: LEASE AND OPTION AGREEMENT DATED AUGUST 5, 1974 BETWEEN FLETCHER FARM, INC., LESSOR, AND WINDSOR MINERALS, IN C ., LESSEE, AS ASSIGNED, A MEMORANDUM OF LEASE AND OPTION AGREEMENT RECORDED AT BOOK 64, PAGES 283-284 IN THE RECORDS OF THE TOWN ON LUDLOW, VERMONT, DESCRIBED BELOW A TRACT OF LAND, NOW OWNED BY THE LESSEE, IN THE TOWN OF LUDLOW WHICH WAS ACQUIRED FROM LESSOR ON MARCH 13. 1973, AS DESCRIBED IN THE TOWN RECORDS^ TM " * T M0ES 59 0-2' fiTM a d d it io n a l land s, now owned by le s s o r , in THE TOWNS OF LUDLOW AND CAVENDISH WHICH LIE SOUTH OF THE RIGHT-OF-WAY OF THE GREEN MOUNTAIN RAILROAD. F SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY PAYMENTS AS SET FORTH IN LEASE AND OPTION AGREEMENT HEREINABOVE DESCRIBED CAMC-Greco-000893 40 REDACTED DOCUMENT SCHEDULE 5 .8 - 3 a LEA SED PRO PERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320199 MACKENZIE NEIL F. LEASE-OPT TO PURCHASE SURFACE AND MINERAL VERMONT WINDSOR LAND DESCRIPTION: AGREEMENT AND OPTION TO LEASE DATED AUGUST 24, 1972 BETWEEN NEIL F. MACKENZIE AND IDA A. MCKENZIE, LESSOR, AND WINDSOR MINERALS IN C ., LESSEE, AS ASSIGNED, AS DESCRIBED BELOW: A TRACT OF LAND CONSISTING OF 40 ACRES, BE THE SAME MORE OR LESS, IN THE EAST HILL SECTION OF THE TOWN OF LUDLOW, AND IS FURTHER DESCRIBED AS FOLLOWS: THE SAME AS WAS TRANSFERRED FROM JOHN BERNARD AND LOUIS BERNARD TO NEIL F. MACKENZIE AND RECORDED IN THE LAND RECORDS OF THE TOWN OF LUDLOW IN BOOK 47, AT PAGES 173 AND 174 DATED SEPTEMBER 18, 1955. REFERENCE IS HEREBY MADE AND HAD TO SAID DEEDS AND RECORDS AND TO ALL FORMER DEEDS AND RECORDS FOR A FURTHER AND MORE PARTICULAR DESCRIPTION OF SAID LANDS AND PREMISES. SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY AS SET FORTH IN AGREEMENT AND OPTION TO LEASE DESCRIBED HEREINABOVE. CAMC-Greco-000894 41 REDACTED DOCUMENT SCHEDULE 5 .8 -3 a LEA SED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320200 SMITH, ROBERT J . LEASE-OPT TO PURCHASE SURFACE AND MINERAL VERMONT WINDSOR DAND DESCRIPTION: AGREEMENT AND OPTION TO LEASE DATED JANUARY 19, 1972, AS AMENDED, BETWEEN ROBERT J . SMITH, JR. AND JEAN SMITH, LESSOR, AND WINDSOR MINERALS, IN C ., AS DESCRIBED BELOW: A TRACT OF LAND CONSISTING OF 375 ACRES, BE THE SAME OR LESS, IN THE SOUTHEASTERLY SECTION OF SAID LUDLOW, AND IS FURTHER DESCRIBED AS BEING: ALL AND THE SAME PREMISES DEEDED TO ROBERT J . SMITH, JR. BY QUIT CLAIM DEED OF EVELYN E. SCALES DATED DECEMBER 5, 1969 AND OF RECORD IN BOOK 57, PAGE 149 OF LUDLOW LAND RECORDS; EXCEPTING AND RESERVING FROM THE PARCEL(S) OF REALTY ABOVE MENTIONED ALL THAT PART AND PORTION THEREOF HERETOFORE CONVEYED AS MORE PARTICULARLY DESCRIBED BELOW; 1. ROBERT J . SMITH, JR. TO TOWN OF LUDLOW, DATED DECEMBER 31, 1969, NOT YET RECORDED, BUT TO BE RECORDED IN THE TOWN OF LUDLOW LAND RECORDS. 2. ROBERT J . SMITH, JR. TO MARVIN R. AND NAOMI S. RANDOLPH, DEED DATED JANUARY 9, 1970, RECORDED JANUARY 15, 1970, IN BOOK 57, PAGES 218-219 OF THE TOWN OF LUDLOW LAND RECORDS. 3. ROBERT J . SMITH, JR. TO GEOFFREY R. WHITE, DEED DATED MARCH 6, 1970, RECORDED MARCH 6, 1970, IN BOOK 57, PAGES 318-319 OF THE TOWN OF LUDLOW LAND RECORDS. 4. ROBERT J . SMITH TO JOHN B. ROY AND DR. DOMINIC A. DELAURENTIS, DEED DATED MAY 26, 1970, RECORDED MAY 28, 1970, IN BOOK 57, PAGES 475-476 OF THE TOWN OF LUDLOW LAND RECORDS. 5. ROBERT J . SMITH, JR. AND JEAN SMITH TO RICHARD L . AND MARY S. WILLIAMS, DEED DATED MAY 27, 1971, RECORDED JUNE 1, 1971, IN BOOK 58, PAGES 567-568 OF THE TOWN OF LUDLOW LAND RECORDS. 6. ROBERT J . SMITH, JR. AND JEAN SMITH TO RICHARD AND EILEEN GRAN, ET AL DEED DATED AUGUST 23, 1971, RECORDED AUGUST 30, 1971, IN BOOK 59, PAGES 189-191 OF THE TOWN OF LUDLOW LAND RECORDS. CAMC-Greco-000895 42 REDACTED DOCUMENT SCHEDULE 5.8-3a LEASED PROPERTY and excepting that portion of the premises DESCRIBED AS FOLLOWS: beginning at a point in the east margin of the east hill road due west FROM THE NORTH END OF THE AIRPORT RUNWAY AS IT EXISTED ON DECEMBER 8, 1971 AND PROCEEDING EAST TO A POINT 200 FEET EAST OF THE RESIDENCE OF ROBERT J. SMITH f JR t THENCE SOUTH PARALLEL TO THE EAST HILL STONE WALL WHICH RUNS EAST AND WEST, ROAD APPROXIMATELY 850 FEET TO A THENCE WESTERLY TO A POINT 100 FEET EAST OF THE CENTERLINE OF THE AIRPORT RUNWAY t THENCE SOUTHERLY PARALLEL TO THE CENTERLINE OF THE AIRPORT RUNWAY TO A POINT DUE EAST OF THE SOUTH END OF THE AIRPORT RUNWAY, THENCE WEST TO THE EAST MARGIN OF THE EAST HILL ROAD, THENCE NORTH TO THE POINT OF BEGINNING. REFERENCE IS HEREBY MADE AND HAD TO SAID DEEDS AND RECORDS AND TO ALL FORMER DEEDS AND RECORDS SAID LANDS AND PREMISES. FOR A FURTHER AND MORE PARTICULAR DESCRIPTION OF SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY AS SET FORTH IN AGREEMENT AND OPTION TO LEASE HEREINABOVE DESCRIBED. CAMC-Greco-000896 - 43 - REDACTED DOCUMENT SCHEDULE 5 .8 -3 a LEASED PROPERTY PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320207 02 KELLEY, LAWRENCE C. LEASE-OPT TO PURCHASE MINERAL VERMONT WINDSOR LAND DESCRIPTION: AGREEMENT AND OPTION DATED AUGUST 1, 1985 BETWEEN LAWRENCE C. KELLEY, JR. AND HAROLD WEIDMAN, LESSOR, AND WINDSOR MINERALS IN C ., LESSEE, AS ASSIGNED, DESCRIBED BELOW: A TRACT OF LAND CONSISTING OF 172 ACRES, BE THE SAME MORE OR LESS, ON THE WESTERN TOWN LINE OF THE TOWN OF CAVENDISH, SOUTH OF THE BLACK RIVER, AND IS FURTHER DESCRIBED AS BEING: ALL AND THE SAME LAND AND PREMISES CONVEYED BY THE WITHIN OWNERS TO WINDSOR BY DEED OF EVEN DATE OR APPROXIMATE EVEN DATE HEREWITH AND ABOUT TO BE RECORDED IN THE CAVENDISH LAND RECORDS. REFERENCE IS HEREBY MADE AND HAD TO SAID DEEDS AND RECORDS AND TO ALL FORMER DEEDS AND RECORDS FOR A FURTHER AND MORE PARTICULAR DESCRIPTION OF SAID LANDS AND PREMISES. SUBJECT TO: MINIMUM ADVANCE AND PRODUCTION ROYALTY SET FORTH IN THE AGREEMENT AND OPTION HEREINABOVE DESCRIBED. CAMC-Greco-000897 - 44 - REDACTED DOCUMENT CAMC-Greco-000898 20 REDACTED DOCUMENT SCHEDULE 5 . 8-3b LEASED PROPERTY (Dnpatented M ining Claims) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320005 ANTLER MINING CO. LEASE-OPT TO PURCHASE LODE CLAIM(S) MONTANA MADISON LAND DESCRIPTION: UNPATENTED LODE AND MILLSITE CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 2 SOUTH, RANGE 6 WEST, MADISON COUNTY, MONTANA SECTION: 14, 15 (p o rtio n s th e re o f) NAME OF CLAIM CHLORITE #1 GOLDEN ANTLER MILLSITE GOLDEN ANTLER #1 GOLDEN ANTLER #2 ' SUBJECT TO: ORIGINAL RECORDATION BOOK 254 945 256 252 256 248 256 250 AMENDED RECORDATION PAGE BOOKPAGE BLM SERIAL NO. M MC 8315 M MC 8495 M MC 8496 M MC 8497 1) PRODUCTION ROYALTY AND MINIMUM ADVANCE ROYALTY AS SET FORTH IN THAT CERTAIN MINING AND OPTION TO PURCHASE AGREEMENT BETWEEN ANTLER MINING COMPANY, ROBERT S. NOLTE AND SYLVAN DONEGAN, J R ., LESSOR, AND CYPRUS MINES CORPORATION, LESSEE, DATED MAY 6, 1978, AS AMENDED, WITH A SHORT FORM OF THE AGREEMENT RECORDED IN BOOK 258, PAGE 512, IN THE RECORDS OF MADISON COUNTY, MONTANA. NOTE: Unpatented lode mining claims represent a possessory interest in mineral rights only. Unpatented millsite claims reprsent a possessory interest in the surface only. CAMC-Greco-000899 1 -, -, REDACTED DOCUMENT SCHEDULE 5 .8-3b LEASED PROPERTY {Unpatented Mining Claims) j . PROPERTY NUMBER: NEW PROPERTY NAME: SEIDENSTICKER i INTEREST TYPE: LEASE PROPERTY TYPE: LODE CLAIM(S) i STATE NAME: MONTANA COUNTY NAME: MADISON j. LAND DESCRIPTION: UNPATENTED LODE- CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 2 SOUTH, RANGE 7 WEST, MADISON COUNTY, MONTANA SECTION: 26 (p o rtio n th e re o f) NAME OF CLAIM CHRISTINE #1 CHRISTINE #2 JULIE #1 LAURA #1 LAURA #2 SUBJECT TO: ORIGINAL RECORDATION BOOK PAGE 339 34 339 36 339 38 339 40 339 42 AMENDED RECORDATION BOOK PAGE BLM SERIAL KO, M MC 169978 M MC 169979 M MC 169980 M MC 169981 M MC 169982 1) PRODUCTION ROYALTY AND MINIMUM ADVANCE ROYALTY AS SET FORTH IN MINING LEASE DATED APRIL 10, 1992, BETWEEN S. J . SEIDENSTICKER AND CHRISTINE 0. SEIDENSTICKER, MARK S. DUNCAN AND JULIE A. DUNCAN, LESSOR, AND CYPRUS MINES CORPORATION, LESSEE. NOTE: uonnplya.tented lode m ining c la im s re p re s e n t a possessory in te r e s t in m in e ra l r ig h ts CAMC-Greco-000900 -2 REDACTED DOCUMENT SCHEDULE 5 . 8-3b LEASED PROPERTY (Unpatented M ining Claim s) PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: NEW CLAIR LEASE-OPT TO PURCHASE LODE CLAIM(S) NEVADA ESMERALDA LAND DESCRIPTION: UNPATENTED LODE CLAIMS DESCRIBED AS FOLLOWS: TOWNSHIP 5 SOUTH, RANGE 40 EAST. ESMERALDA COUNTY. NEVADA SECTION: 33 ( p o r tio n th e re o f) - - - - - - - - - - - - - - '- - - - - - - - - NAME OF CLAIM FAIR LADY #1 FAIR LADY #2 SUBJECT TO: ORIGINAL RECORDATION BOOK PAGE 162 165 162 166 AMENDED RECORDATION BOOK PAGE BLM SERIAL NO. N MC 634922 N MC 634923 1) PRODUCTION ROYALTY AND MINIMUM ADVANCE ROYALTY AS SET FORTH IN 2FESBmRU,A*REYRT2A6IN, M19IN9I2N,GBELETWASEEENANEDAROLPCTLIOANIRTOANDPUREMCMHAASAE. AGCRLEAEIRMENLTESDSAOTRED AND CYPRUS MINES CORPORATION, LESSEE. LESSOR, NOTE; UnP a te n te d only. lode m ining cla im s represent a possessory in te re s t in m ineral rig h ts CAMC-Greco-000901 - 3- REDACTED DOCUMENT CAMC-Greco-000902 21 REDACTED DOCUMENT S C H E D U L E 5 . 8 --4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320055 WA01 WATER LICENSE #2470 LICENSE WATER CALIFORNIA INYO LAND DESCRIPTION: LICENSE FOR DIVERSION AND USE OF WATER: POINT OF DIVERSION: ABOUT 300' NORTHEAST OF OLD CABIN ON WILLOW CREEK FLAT AND ALSO BEING ABOUT 3 MILES WEST AND 7 /8 MILE SOUTH OF USGS BENCHMARK MARKED V.A. 2387. SAID BENCH MARK IS SHOWN ON THE USGS BALLARAT QUADRANGLE; POINT OF DIVERSION BEING WITHIN SE/4 SE/4 PROJECT SECTION 3, T13S, R37E, MDB&M. LOCATION OF USE: DOMESTIC USE IN SE/4 SE/4 OF PROJECTED SECTION 3, T13S, R37E, MDB&M, KNOWN AS WILLOW CREEK FLAT. CAMC-Greco-000903 REDACTED DOCUMENT SCHEDULE 5 . 8 -4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320229 WATER #41F-C-10712 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE; SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: DECEMBER 14, 1976 AT 1:06 P.M. GROUNDWATER WELL 65.00 GPM NESWNW SEC 36, T2N, R1E, GALLATIN COUNTY 65.00 GPM FOR INDUSTRIAL PURPOSES NESWNW SEC 36, T2N, R1E, GALLATIN COUNTY FOR INDUSTRIAL CAMC-Greco-000904 2 REDACTED DOCUMENT SCHEDULE 5 , 8 -4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320230 WATER #41F-C-22215 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: MAY 29, 1979 AT 12:20 P.M. GROUNDWATER WELL 20.00 GPM UP TO 1.50 AC-FT NWSWNW SEC 36, T2N, R1E, GALLATIN COUNTY 20.00 GPM UP TO 1,50 AC-FT (JANUARY 1-DECEMBER 31) FOR DOMESTIC NWSWNW SEC 36, T2N, R1E, GALLATIN COUNTY FOR DOMESTIC CAMC-Greco-000905 REDACTED DOCUMENT SCHEDULE 5 .8 -4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320231 WATER S41F-C-27668 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: JUNE 10, 1980 AT 11:43 A.M. GROUNDWATER WELL 50.00 GPM UP TO 80.63 AC-FT SWNW SEC 36, T2N, R1E, GALLATIN COUNTY 50.00 GPM UP TO 80.63 AC-FT (JANUARY 1-DECEMBER 31) FOR INDUSTRIAL SWNW SEC 36, T2N, R1E, GALLATIN COUNTY FOR INDUSTRIAL CAMC-Greco-000906 4 REDACTED DOCUMENT SCHEDULE 5 . 8 - 4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320232 WATER #41F-C-27669 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: JUNE 18, 1980 AT 11:42 A.M. GROUNDWATER WELL 30.00 GPM UP TO 48.38 AC-FT SWNW SEC 36, T2N, R1E, GALLATIN COUNTY 30.00 GPM UP TO 48.38 AC-FT (JANUARY 1-DECEMBER 31) FOR INDUSTRIAL SWNW SEC 36, T2N, R1E, GALLATIN COUNTY FOR INDUSTRIAL CAMC-Greco-000907 v.ri,l REDACTED DOCUMENT SCHEDULE 5 .8 - 4 a M ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320233 WATER #41F-C-37743 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: NOVEMBER 9, 1901 AT 9:15 A.M. GROUNDWATER WELL 55.00 GPM UP TO 88.70 AC-FT SESWNW SEC 36, T2N, R1E, GALLATIN COUNTY 55.00 GPM UP TO 88.70 AC-FT (JANUARY 1-DECEMBER 31) FOR INDUSTRIAL SESWNW SEC 36, T2N, R1E, GALLATIN COUNTY FOR INDUSTRIAL CAMC-Greco-000908 6 REDACTED DOCUMENT SCHEDULE 5 .8 -4 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: W ATER R IG H T S 320234 WATER #4IF-C-37744 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: NOVEMBER 9, 1981 AT 9:08 A.M. groundwater well 91.00 GPM UP TO 146.76 AC-FT SESWNW SEC 36, T2N, R1E, GALLATIN COUNTY 146'76 <JMro*Br i - O K B O m 31, T2" ' R1E' 0" " TIH CAMC-Greco-000909 7 REDACTED DOCUMENT SCHEDULE 5 .8-4a WATER RIGHTS PROPERTY NUMBER: PROPERTY NAME; INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320235 WATER #41F-C-39222 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: DECEMBER 4, 1981 AT 8:15 A.M. GROUNDWATER WELL 60.00 GPM UP TO 96.79 AC-FT SESWNW SEC 36, T2N, RlE, GALLATIN COUNTY 60.00 GPM UP TO 96.79 AC-FT (JANUARY 1-DECEMBER 31) FOR INDUSTRIAL SESWNW SEC 36, T2N, RlE, GALLATIN COUNTY FOR INDUSTRIAL CAMC-Greco-000910 8 REDACTED DOCUMENT SCHEDULE 5 . 8 -4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320236 WATER H1F-C-49629 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: NOVEMBER 23, 1982 AT 1:30 P.M. GROUNDWATER WELL 95.00 GPM UP TO 153.21 AC-FT SWNW SEC 36, T2N, R1E, GALLATIN COUNTY 95.00 GPM UP TO 153.21 AC-FT (JANUARY 1--DECEMBER 31) FOR INDUSTRIAL SWNW SEC 36, T2N, R1E, GALLATIN COUNTY FOR INDUSTRIAL CAMC-Greco-000911 Q- REDACTED DOCUMENT SCHEDULE 5 .8 - 4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320237 WATER #41F-W-107147 PERMIT WATER MONTANA GALLATIN LAND DESCRIPTION: PRIORITY DATE: SOURCE: VOLUME CLAIMED: FLOW RATE CLAIMED: DIVERSION POINT: USE: PLACE OF USE: PERIOD OF USE: DECEMBER 31, 1949 WELL 100 ACRE-FEET PER YEAR 20 MINER' S INCHES NWSWNW SEC 36, T2N, R1E, GALLATIN COUNTY IRRIGATION SWNW SEC 36, T2N, R1E, GALLATIN COUNTY APRIL 15 TO OCTOBER 31 CAMC-Greco-000912 10 REDACTED DOCUMENT SCHEDU LE 5 .8 -4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320085 WATER #41F-W-120526 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: THIS DECREE IS ON THE MADISON RIVER BASIN, BASIN 41-F, AND APPLIES TO THE FOLLOWING: SOURCE: JOHNNY GULCH POINTS OF DIVERSION: TOWNSHIP 9 SOUTH, RANGE 1 WEST SECTION 4: SE/4 PLACE OF USE: TOWNSHIP 9 SOUTH, RANGE 1 WEST SECTION 4: SE/4 CAMC-Greco-000913 11 REDACTED DOCUMENT SCHEDULE 5 . 8 -4 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: W ATER R IG H T S W32A0T0E8R6 #41F-W-125635 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: THIS DECREE IS ON THE MADISON RIVER BASIN, BASIN 41-F, AND APPLIES TO THE FOLLOWING: .. SOURCE: LOWER JOHNNY GULCH SPRING POINTS OF DIVERSION; TOWNSHIP 9 SOUTH, RANGE 1 WEST SECTION 8: SW/4 SW/4 NW/4 PLACE OF USE: TOWNSHIP 9 SOUTH, RANGE 1 WEST SECTION 4: SE/4 SW/4 SE/4 CAMC-Greco-000914 - 12 - t REDACTED DOCUMENT M?.'' SCHEDULE 5 .8 - 4 a 1 WAT 1 PROPERTY NUMBER: PROPERTY NAME: 320087 WATER # 4 1 F --W -132324 INTEREST TYPE: PERMIT 1 PROPERTY TYPE: WATER lni STATE NAME: MONTANA COUNTY NAME: MADISON LAND DESCRIPTION: THIS DECREE IS ON THE MADISON RIVER BASIN, BASIN 4 1 - F , AND APPLIES TO THE FOLLOWING: . SOURCE: JOHNNY GULCH POINTS OF DIVERSION: TOWNSHIP 9 SOUTH, RANGE 1 WEST SECTION 3: SW/4 NW/4 N E /4 (DIVERSION DAM) SECTION 4: SE /4 N E /4 S E /4 (DIVERSION DAM) SECTION 9: NE/4 NW/4 N E /4 (RESERVOIR) PLACE OF USE: TOWNSHIP 9 SOUTH, RANGE 1 WEST . SECTION 3: NW/4 N E/4 SECTION 4: E /2 E /2 SECTION 9: N /2 N /2 CLARIFICATION OF LAND DESCRIPTION: TRANSITORY POINT OF DIVERSION IS ALL ALONG THE SOURCE WITHIN THE LEGAL LAND DESCRIPTION. CAMC-Greco-000915 REDACTED DOCUMENT S C H E D U L E 5 . 8 --4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320238 WATER #41G-C-58410 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: APRIL 1, 1985 AT 3:30 P.M. GROUNDWATER WELL 10.00 GPM UP TO 0.17 AC-FT S2SWSW SEC 9, T6S, R4W, MADISON COUNTY 10.00 GPM UP TO .17 AC-FT (JANUARY 1--DECEMBER 31) FOR COMMERCIAL S2SWSW SEC 9, T6S, R4W, MADISON COUNTY CAMC-Greco-000916 na REDACTED DOCUMENT S C H E D U L E 5 . 8 --4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320239 WATER #41C-W-130244 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: OCTOBER 15, 1969 WELL 200.00 GPM UP TO 161.74 AC-FT SWSW SEC 9, T6S, R4W, MADISON COUNTY 200.00 GPM UP TO 161.74 AC-FT (JANUARY 1-DECEMBER 31) FOR INDUSTRIAL S2SWSW SEC 9, T6S, R4W, MADISON COUNTY CAMC-Greco-000917 - 1S - REDACTED DOCUMENT S C H E D U L E 5 . 8 --4 a W ATER R IG H T S PRPPOINRRPTOCOEEOSRPPTREETOARRYENTTTTSYYTNEYUNTNTNMAYAAYBMMMPPEEEREEE::::: WMWMP3E2OAAAR0TTNDM2EETI4SRRAIO0TNNA#41F-C-199203 LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: JUNE 8, 1957 UNNAMED TRIBUTARY OF COTTONWOOD CREEK 30.00 GPM NWNESE SEC 13, T7S, R6W, MADISON COUNTY 30.00 GPM (JANUARY 1-DECEMBER 31) FOR MINING SEC 14, T7S, R6W, MADISON COUNTY CAMC-Greco-000918 REDACTED DOCUMENT SCHEDULE 5 .8 - 4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320243 WATER #41F-C-27701 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: JUNE 19, 1980 AT 10:38 A.M. GROUNDWATER WELL 25.00 GPM UP TO 1.80 AC-FT SESE SEC 34, T8S, R1W, MADISON COUNTY 25.00 GPM UP TO 1.80 AC-FT (MAY 1 - NOVEMBER 15) FOR POLLUTION ABATEMENT SESE SEC 34, T8S, R1W, MADISON COUNTY FOR POLLUTION ABATEMENT if? fitful t^N.^ * ' S J * ^*1 =*S>`>S CAMC-Greco-000919 17 REDACTED DOCUMENT S C H E D U L E ' 5 . 8 --4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE; PROPERTY TYPE: STATE NAME: COUNTY NAME: 320246 WATER #41F-C-46536 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PLACE OF USE: MAY 5, 1982 AT 9:50 A.M. GROUNDWATER WELL 10.00 GPM UP TO 2.00 AC-FT SWSESE SEC 34, T8S, R1W, MADISON COUNTY 10.00 GPM UP TO 2.00 AC-FT (JANUARY 1 - DECEMBER 31) FOR INDUSTRIAL SWSESE SEC 34, T8S, R1W, MADISON COUNTY FOR INDUSTRIAL CAMC-Greco-000920 REDACTED DOCUMENT S C H E D U L E 5 . 8 --4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320249 WATER #41F-P-59706 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: PERIOD OF APPROPRIATION: USE; PLACE OF USE: DIVERSION MEANS: RESERVOIR: PLACE OF STORAGE: JUNE 25, 1985 AT 2:06 P.M. JOHNNY GULCH 16.4 ACRE FEET PER ANNUM N2SENE SEC 8, T9S, R1W, MADISON COUNTY SWSWNW SEC 8, T9S, R1W, MADISON COUNTY APRIL 1 - OCTOBER 31 200.00 GPM UP TO 189.00 AC-FT (APRIL 1-OCTOBER 1) FOR INDUSTRIAL SEC 4t T9S, R1W, MADISON COUNTY SEC 9, T9S, R1W, MADISON COUNTY DAM ON STREAM CAPACITY OF 5.25 AC-FT N2SENE SEC. 8, T9S-R1W CAMC-Greco-000921 19 REDACTED DOCUMENT SCHEDULE 5 . 8 -4 a PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME; W ATER R IG H T S 320250 WATER # 4 1 F -V -1 3 2 3 2 4 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE:' TOTAL AMOUNT: DIVERSION POINT: USE: PERIOD OF USE: MARCH 1 , 1913 JOHNNY GULCH 1 5 .0 0 GPMUP TO 1 0 0 .0 0 AC-FT #1 SWNWNE SEC #2 SENESE SEC #3 NENWNE SEC MINING 3 4 9 ,T 9S , ,T9S, ,T 9S , RRR111WWW,,,MMMAAADDDIIISSSOOONNNCCCOOOUUUNNNTTTYYY MARCH 1 - NOVEMBER 1 CAMC-Greco-000922 20 REDACTED DOCUMENT SCHEDULE 5 8"4 W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: IN T E R E S T T Y P E : PROPERTY T Y P E : STATE NAME: COUNTY NAME: 320251 WATER #41F -W -1 3 2 32 5 PERMIT WATER MONTANA MADISON LAND D E S C R IP T IO N : PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: USE: PERIOD OF USE: MARCH 1 , 1 9 1 3 JOHNNY GULCH 1 5 .0 0 GPM UP TO 1 0 0 .0 0 AC-FT #1 SWNWNE SEC 3 , T 9S , R1W, MADISON COUNTY #2 SENESE SEC 4 , T 9 S , R1W, MADISON COUNTY #3 NENWNE SEC 9 , T 9S , R1W, MADISON COUNTY MINING MARCH 1 - NOVEMBER 1 CAMC-Greco-000923 21 REDACTED DOCUMENT SCHEDULE 5 .8 - 4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320247 WATER # 4 1 F -P -2 6 7 5 4 PERMIT WATER MONTANA MADISON UVND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: PERIOD OF APPROPRIATION: USE: INDUSTRIAL STOCK PLACE OF USE: DIVERSION MEANS: MARCH 3 , 1980 AT 1 1 :1 7 A .M . JOHNNY GULCH UP TO 0 .6 4 AC-FT PER ANNUM NENWSW AND SWSENW SEC 3 , T 9 S , R1W, MADISON COUNTY JANUARY 1 - DECEMBER 31 UP TO .3 2 AC-FT (APRIL 1 - SEPTEMBER 3 0 ) UP TO .3 2 AC-FT (APRIL 1 - SEPTEMBER 3 0 ) NENWSW AND SWSENW SEC 3 , T 9 S , R1W, MADISON COUNTY DAM CAMC-Greco-000924 22 REDACTED DOCUMENT SCHEDULE 5 . 8 -4 a W ATER R IG H T S PROPERTY NUMBER: PROPERTY NAME: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320248 WATER # 4 1 F -P -5 3 1 6 0 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: PERIOD OF APPROPRIATION: USE: INDUSTRIAL PLACE OF USE: DIVERSION MEANS: OCTOBER 2 4 , 1983 AT 2 P .M . JOHNNY GULCH 8 0 .0 0 GPM UP TO 7 5 .6 0 AC-FT PER ANNUM SWNWNW SEC 9 , T 9S , R1W, MADISON COUNTY APRIL 1 - OCTOBER 31 8 0 .0 0 GPM UP TO 7 5 .6 0 AC-FT (APRIL 1 - OCTOBER 31) SEC 4 AND SEC 9 , T 9S , R1W, MADISON COUNTY PIPELINE CAMC-Greco-000925 - 71 - REDACTED DOCUMENT SCHEDU LE 5 * 8 -4a W ATER R IG H T S PRPORPOERPETRYTNYUNMABMERE:: INTEREST TYPE: PROPERTY TYPE: STATE NAME: COUNTY NAME: 320255 WATER # 4 1C -W 1 3 0 24 4 -0 0 PERMIT WATER MONTANA MADISON LAND DESCRIPTION: PRIORITY DATE: SOURCE: TOTAL AMOUNT: DIVERSION POINT: PERIOD OF APPROPRIATION: USE: PLACE OF USE: DIVERSION MEANS: OCTOBER 1 5 , 1969 WELL 1 6 1 .7 4 ACRE FEET PER YEAR SWSW SEC 9 , T 6S , R4W, MADISON COUNTY JAN 1 TO DEC 31 INDUSTRIAL - WASH PLANT SWSW SEC 9 , T 6S , R4W, MADISON COUNTY WELL CAMC-Greco-000926 - 24 - REDACTED DOCUMENT CAMC-Greco-000927 22 REDACTED DOCUMENT SCHEDULE 5.9 T CAMC-Greco-000928 REDACTED DOCUMENT SCHEDULE 5.9 m v Kgstfilevn v . C IM C concerning an alleged agreem ent fo r the lease of land for storage o f talc (summons on behalf of N .V . Kesteleyn, dated Novem ber 2 9 , 199 1 stating a claim fo r an am ount o f BF 1 0 ,1 0 9 ,8 8 4 ) ; r m r \r r.w m R .M .. N .V . M eko lM ekanischeKoienverrieling, N .V . Great Lakes irarhnn - GhAnt and N .V . Immobillaire Vennootschap der Vlaanderen Immo, V V concerning alleged pollution o f C lM C 's talc by defendants carbon ^ , m o n s on behalf of CIMC, dated January 2 4 and 2 6 . 1 9 8 9 stating a request for various measures which should prevent carbon pollution), and (The Akzo m atter). niMTA. S.A . niM TASA could be forced to undertake a special legal proceeding ("expediente de Z w o - M n order to obtain the recording o f the ow nership o f the land plo t referred to in point () o f Schedule 5 .8 . U:\DOCUMENT\616 CAMC-Greco-000929 REDACTED DOCUMENT Active CIM W orkers' Compensation Claims as of 0 5 /2 7 /9 2 firran Mountain T a lc Gilman, Roy Ingalls* Alton Ingalls, Keith Tallman, Bonnie 0 4 /0 6 /9 2 04/11 /9 2 0 1 /2 8 /9 2 0 8 /1 6 /9 0 Lt arm /shoulder, repetitive motion Back strain Back strain Carpal tunnel It w rist - Windsor Minerals. Chaffee, Edward OIney, Stephen Wilson, Edward 0 1 /2 2 /9 1 0 2 /03/92 0 4 /1 5 /9 2 Back Lower back strain Hernia - groin Rnaverhead Carter, Carla Sm ith Sprout, Sheryl 0 2 /0 6 /8 1 1 2 /1 0 /9 1 Bilateral carpal tunnel {PPD only remains) Back strain - denied, m ay be litigated flrand Island Smith, Michael E. Wiehern, Leonard Wondercheck, Daron 0 8 /2 2 /9 1 0 3 /10/82 0 4 /1 8 /9 0 Back strain Fatality Ulnar nerve contusion, rt THree Forks Allen, Gary Campbell, Dale L. Campbell, Dale L. Cross, Anthony Edwards, John Hartmann Darwin McLean, George Nottingham, Joseph 0 8 /1 3 /9 1 0 2 /2 1 /9 2 1 2 /0 6 /8 4 1 1 /1 4 /8 9 0 2 /1 8 /9 2 0 4 /09/92 11 /0 9 /8 7 0 5 /2 7 /8 7 Strained back Laceration rt head, strain neck & shoulder; possible subrogation Back strain Pain, both shoulders Pulled upper back Contusion rt toe N eck strain Contusion/abrasion rt foot Y e llo w s to n e . Davis, Glen Flamm, Norman Funk, Virginia Handlos, Donna Kehler, Arthur Lee, John Walsh, Tina Woodward, John CAMC-Greco-000930 0 3 /1 1 /9 2 01/1 0 /9 2 0 8 /2 9 /9 1 1 0 /0 2 /8 7 0 3 /0 5 /9 2 04 /2 2 /9 2 0 4 /2 6 /9 1 1 2 /1 1 /9 1 Pulled It knee Bilateral tennis elbow Carpal tunnel/tennis elbow symptoms Neck strain - settled; meds only open Laceration rt middle finger Foreign object rt eye Bilateral heel spurs Back strain REDACTED DOCUMENT SCHEDULE 5.9 Existing Litigation For W hich Seller W ill Be Responsible pay , Inc, v- T hree Rivers Rock C om pany. C yprus M inerals C om pany, Cyprus Berytljurn pnmpanv. e t al ,. United States D istrict C ourt, Southern D istrict o f T e x a s , Houston Division Docket Number H 8 8 -3 0 9 3 r ypnis M in e * Corporation and Hecla Mining C o m p a n y v. W a y n e F. .Christian, Don R.. T'hrktian ft W a v n e F. Christian as Executor U n d er th e W ill o f Harold R. Barrenfine,. naoeased Supreme Court o f Laurens County, State of Georgia Docket Number 9 1 -4 2 3 Cyprus M ines C orp oration. Appellant, v. D e p a rtm e n t o f Revenue of the S tate..o f Montana State Tax Appeal Board of the State of M ontana Docket Number M T -1 9 8 9 -9 P a trirk D a k Kelley V . Louisiana Limestone A g gregates. Inc. Fourteenth Judicial D istrict Court, State o f Louisiana, Parish of Calcasieu Docket Number 8 6 -6 0 9 5 CAMC-Greco-000931 REDACTED DOCUMENT SCHEDULE 5.9 Existing Litigation For W hich W ill Be Responsible General In of&K7f> Coatings PLC and Cyprus Industrial M inerals C orporation the High C ourt Justice, Queen's Bench Division Docket Number 9 0 ORB 9 8 8 National Railroad Passenger Corporation and Central V e rm o n t R ailw ay, Inc., v . Boston and Maine C orporation, e t al Supreme Court o f th e U nited States Docket Number 9 0 -1 4 1 9 CAMC-Greco-000932 REDACTED DOCUMENT SCHEDULE 5-9 Existing Claim s For W hich Jptryeiw ill Be Responsible Employment Claims ^ ^ " f ^ a f & n p lo y m e n t O pportunity Office; Denver, Colorado Alleges failure to hire because of age; Cyprus' p o s itio n is ^ a tth e y d ld n o t discrim inate; claim is still under investigation by EEO D en ver o ffic e . Employment O p p o rtu n ity Office; D enver, Colorado aiiooes sex discrim ination. Commission has denied claim , and ruled in S ' favor S is le r has until 7 -1 -9 2 to bring suit against Cyprus Industrial M inerals Corporation. Claimants Injured From 7 - 1 7 - 8 9 p m ff .> _____ w n rim rs' C n m n e n s a t o .h r n ^ i.^ ia fnr rinims in ha Ahove Referenced Clast. Respondents. 5 State of M ontana D epartm ent of Labor & Industry, Em ploym ent Relations Division, W orkers' Compensation Mediation M ediation File # 9 2 -4 3 1 -1 em ployees w h o had p articip ated in the Cyprus M ines Salaried Plan p r io r jo spin _off S i 1 9 8 5 ) should have all service counted under th e salaried plan. Other individuals w h o had tran sferred fro m hourly to shalarie d 5 " TM {fT ^ ^ T th S r afforded this treatm ent. All employees have been informed of the status or tn request. CAMC-Greco-000933 REDACTED DOCUMENT SCHEDULE 5.9 Existing Litigation For W hich Seiler W ill Be Responsible Products Liability C re rfrin k Abp-r and M araim A b er, e t al v . A. C. & S ., In c ., e t a l (3 4 Additional Plaintiffs) Court of Common Pleas, Sum m it County, Ohio Docket Number A C V91 0 6 2 0 4 9 inseph Adam s. Sr. (Deceased) et al v. Asbestos Corporation. Ltd., et al 14th Judicial District C ourt, Parish of Calcasieu, State of Louisiana Docket Number 8 8 -5 6 3 5 Mildred M . Adam s, e t ux v, Celotex C orporation, e t al United States D istrict C o urt, W estern D istrict o f Louisiana, Lake Charles Division Docket Number C V 8 7 -1 1 9 4 .I. M. A ndrew s and Frances P. A n d rew s. P lain tiff's Spouse, v . Anchor Packing Company, e t al United States D istrict C o u rt fo r the Northern D istrict o f O klahom a Docket Number 8 8 -C -9 1 1C Rnhert L. Rlevdes and J e w e ll M . Blavdes. Plaintiff's Spouse, v. A n chor Packing Company, e t al United States D istrict C o u rt fo r th e N orthern D istrict o f O klahom a Docket Number 88 C 120 1B Llovd W . Brow n and A nn D . Brow n v . A b ex Corporation, e t al Court of Com m on Pleas, Cuyahoga County Justice Center, Ohio Docket Number 2 2 9 3 9 3 Anna Caoerilla. A dm x. o f th e Estate o f Francis Caperilla v. Ravm ark In d ., In c., e t al Montgomery C ounty C ourt o f Common Pleas, Civil Division, Pennsylvania Docket Number 8 7 -0 8 8 1 0 R. D. Chastain and Lvnn Chastain, e t al v. A . C. & S .. In c., e t al (2 4 Additional Plaintiffs) Court of Com m on Pleas, Sum m it County, Ohio Docket Number ACV91 0 5 1 5 4 7 Clav C- Com pton and Sandra L. Com pton v . A bex Corporation, e t al Court of Com m on Pleas, Cuyahoga County Justice Center, Ohio Docket Number 9 2 -2 2 9 1 0 7 -C V CAMC-Greco-000934 REDACTED DOCUMENT rMihortcnn, Personal Representative of the Estate o f J a m e s Boland, et al v. A . Inc., et al of Common Pleas, Sum m it County, Ohio Docket Number A C V 9 0 0 7 2 3 7 8 nu>jfHc Arlene Davis. Individually, a nd as Executrix o f the E state o f Donald D avis,_ej c .y r v & S - In c ., e t al (2 A dditional Plaintiffs) Court of Common Pleas, Sum m it County, Ohio Docket Number A C V 90 0 8 2 6 2 4 Paul Devine and M arita D evine v . Arm strong. W o rld Industries. In c ., e t a l United States District C ourt fo r th e Northern D istrict o f Illinois Eastern Division Docket Number 90C 1 3 3 5 Paul J. Dick and Bessie Dick v . A . C . & S ., In c., e t .al Court o f Common Pleas, Sum m it County, Ohio Docket Number A C V 90 0 6 1 9 7 6 Marv FHelen. Individually , and as the Executrix o f the Estate o f W illiam, Pnmar Still. Deceased v - A . C. & S ., Inc., et.al Court o f Common Pleas, Sum m it County, Ohio Docket Number A C V 90 -10 3 3 9 2 Alvin Allen FHis- e t ux v . A cands, In c., e t a j .. . ..M United States District C ourt, W estern District, Lake Charles Division, Louisiana Docket Number C V 86-324 7 .Inhn Ferrise and Thom as A . H ennessey v. A. C. & S ., Inc., e t ^ l Court of Common Pleas, Sum m it County, Ohio Docket Number ACV91 1 0 3 5 7 7 ftpnrna Halev. Sr and Rose M . Halev: H arrv Sm ith and C h arlo tte Sm ith; Rizieri Sica and Florence sina: Charles B ennett and Clara B ennett v. C-E M inerals, In c., e f al Superior Court of N e w Jersey, Law Division, Middlesex C ounty Docket Number L-9347-91 Paul Harris v . Ferro T o r n ., e t al including K entuckv-T en nessee Clay C om pany, f /k /a Cyprus Industrial M inerals .. Circuit Court of Lake C ounty, Illinois, Nineteenth Judicial Circuit, Law Division Docket Number 91 L 321 Edward J Kriebel and Rosellen Kriebel. h /w v. Asbestos C o rp ., Ltd., e t .aj Court of Common Pleas, Civil Division, Montgom ery County, Pennsylvania Docket Number 89 0 5 0 1 5 CAMC-Greco-000935 REDACTED DOCUMENT n^ o r t a Lee v. Farro C oro., et al including K en tu ckv-T en nessee C lay C om pany, f /k /a p ^ r n s ln d u ^trial M inerais S T c o u r t of Lake County, Illinois, Nineteenth Judicial C ircuit, Law Division Docket Number 91 L 322 \Mf , ,t r r *wno M rn n n a ld and Judy M cD onald v . Acands, In c ., e t aj court of Orange County, l exas. 128th Judicial D.stnct Docket Num ber A 8 7 0 6 5 4 -C rroM iller Pa C orp., e t al including K entu ckv-T ennessee Clay C om pany, f /k /a ryprnfi Industrial Minerals Circuit C ourt of Lake County, Illinois, Nineteenth Judicial C ircuit, Law Division Docket Number 91 L 1165 Mnrris V. F-rrr,r.n ro .. et al inc luding K e p tu c-k y-T en n e^ eg C lay Cprnpany. f/H/a ftm m s Industrial Minerals _ .. Circuit Court o f Lake C ounty, Illinois, N ineteenth Judicial C ircuit, Law Division Docket Number 91 L 319 r1___ r ------ - Farm Corp al including K entuckv-T en n scccc Clqy C gm pany, f/k/a CvDrus Industrial M inerals _ .,, __ Circuit Court o f Lake C o u n ty jliin o is , Nineteenth Judicial Circuit, Law Division Docket Number 91 L 3 2 0 .lamas B. Robertson, et ux v. Acands, ln c .,_et a i United States District C ourt, W estern District, Lake Charles Division, Louisiana Docket Number C V 86-3509 Amalia Sanche? v. Ferro C orn., et al including K entucky-Tennessee C lay Com pany f/k/a Cvnrus industrial Minerals .. _ . . __ . Circuit C ourt o f Lake C ounty, Illinois, N ineteenth Judicial C ircuit, Law Division Docket Number 91 L 318 Charles E. Rnhnphach v . Anchor Packing C o m p any, et_aj United States District Court for the Northern District o f O klahom a Docket Number 88 C 1203B Roger Leland Sthi and Delories A. S till, Plaintiff's Spouse, v . A nchor Packing Company, et al . , ., United States District Court for the Northern District of Oklahom a Docket Number 88 C 1202E Ralph W . S tnnar and Jeanne D. Stone r , Pla in tiff's , Spouse, v, Anchor Packing Company; et al ,. United States District Court for the Northern District o f Oklahom a Docket Number 88-C-910 B CAMC-Greco-000936 REDACTED DOCUMENT pnrothv Stout v. Ferro_Corp., e ta l including Kentuckv-Tennessee Clay Com pany, f/k /a r yprtjs Industrial M inerals Circuit Court o f Lake C ounty, Illinois, Nineteenth Judicial Circuit, Law Division Docket Number 91 L 317 rh arles L. W illiam s and Kim berly W illiam s v. A b ex C o rp o ratio n , e t al Court of Common Pleas, Cuyahoga County Justice C enter, Ohio Docket Number 9 2 -2 2 9 1 08-C V Wilmo W illiam s, e t ux v . A cands, Inc., et ai United States D istrict Court, W estern District, Lake Charles Division, Louisiana Docket Number C V 8 6 -3 4 2 0 CAMC-Greco-000937 REDACTED DOCUMENT CAMC-Greco-000938 23 REDACTED DOCUMENT SCHEDULE 5.10 i CAMC-Greco-000939 REDACTED DOCUMENT CiMCjSHENX SCHEDULE 5 .10 The Ghent branch o f C IM C is obtaining a w ate r discharge perm it, as required under the Belgian Law o f M arch 2 6 , 19 7 1 and th e D ecree o f th e Flemish Executive of February 6, 1 9 9 1 . U:\0OCUMEimei6 CAMC-Greco-000940 REDACTED DOCUMENT CAMC-Greco-000941 24 REDACTED DOCUMENT SCHEDULE 5.11 T CAMC-Greco-000942 REDACTED DOCUMENT rtM C GHENT SCHEDULE R .n (a) {iii> Lease A g re e m e n t betw een N .V . Sogatra and C IM C , dated June 6 , 1 9 9 1 for warehouses in G hent. * (a) (iv) E m p lo ym en t Agreem ents b etw een C IM C G h e n t and: M r. Philippe Blommaert, dated Novem ber 1 0 , 1 9 8 5 ; M s.. M y ria m Claeys, dated June 1, 1 9 8 9 ; M s.C laud ine Hebberecht, dated O cto b er 1, 1 9 8 7 ; M r. P. De Keukelaere, dated August 2 2 , 1 9 7 8 ; M r. Alois M artens, dated December 17, 1 9 8 7 ; Ms. Hilde M atyn, dated June 5, 1 98 1; M s. M asja M ortier, dated September 2 4 , 1 9 9 1 ; . M s. V ronique Rogiest, dated Novem ber 19, 1 9 9 0 ; M r. Roger Penne, dated July 2 4 , 1 9 7 3 ; Mr. Luc Plattiau, dated May 31, 1 9 9 0 ; Mr. W illy Schattem an, dated September 1, 1 9 7 8 ; M r. Sven Strandlund, dated April 1, 1 97 8; M r. Robert V an Daele, dated M arch 1 6 , 1 9 8 7 ; M r. Alain Vandevenne, dated April 14, 1 9 8 8 ; M s. V a n Lerberghe Eiiane, dated February 1, 1 9 7 6 ; M r. Kenneth Van Hoorebeke, dated Novem ber 15, 1990; M r. J. Van Moorleghem, dated February 15, 1 9 8 4 ; M r. Johan V an W esemael, dated June 12, 1 9 8 9 ; M r. Luc Verkest, dated May 2, 1 98 3; M r. W illy Verm ote, dated February 15, 1 9 8 9 ; M s. Emmanuella Verschaetse, dated February 13, 191; M r. Lieven Verstuyft, dated October 17, 1 9 8 9 ; and ' Ms. Sabine W ollaert, dated Decem ber 1, 1 9 9 0 . M letter dated March 11, 1 9 9 2 Kredietbank Belgium, with which C IM C P?.7 accounts, has confirm ed th a t it is willing to continue th e current relations w ith u m c m case of change of ownership of CIM C . '^documentisie CAMC-Greco-000943 REDACTED DOCUMENT SCHEDULE 5.11 Attached to and made a part of that certain Stock Purchase Agreement dated_____________ i________ , 1992 between Cyprus Mines Coporation and RTZ America, Inc. Leases which provide for monthly rental payments in excess of per month (exclusive of charges for taxes, insurance, Utilities, maintenance and repair) as required under Section 5.11{iii) of the Agreement are listed below: Lease dated May 31, 1988 between Milpark Drilling Fluids and Cyprus Industrial Minerals Company, a division of Cyprus Mines Corporation, as amended, a Memorandum being recorded at File Number 145-63-1241 in the Records of Harris County, Texas. Lease expires on December 31, 1992 and requires a monthly rental payment of ^ ^ ^ ^ ^ H t o maintain until either termination or expiration. The property covered by this lease is commonly referred to as the Houston Mill. CAMC-Greco-000944 REDACTED DOCUMENT CAMC-Greco-000945 Cyprus Contract 1032 1108 1131 CvDrus Party Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 115 7-A 1265 1463 1469 1545 1911 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM Equipment Company 1911-B CIM Equipment Company 1911-C CIM Equipment Company 1977 2278 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 2287 2315 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 2331 CIMCQNT2 Cyprus Industrial Minerals Company * - No Cyprus Contract Number SCHEDULE G.11 ACTIVE CONTRACTS Other Party Sociedad Espaola da Talcos, S.A. Town of Sandersville Nihon Mistron Company Amoco Japan Exploration Company General American Transportation Corp. JCPDS Employee's of Three Forks Plant Burlington Northern Railroad Company Industrial Development Authority Taladega County Industrial Development Board Northern Trust Company Standard Oil Company Northern Trust Company Roy and Sons Bowers Excavating Deltak Corporation Amoco (Cyprus) Hilton-Davis Chemical Company RMH Group, Inc. Amoco (Cyprus) Minerals U. S.tSteel Corporation Tvoa of Contract Talc Sales Agreement Water Supply Agreement Office Space and Services Paga 1 Railcar Transportation Agreement Computer Data Base Agreement Pension Plan Three Forks Retirement Plan for Certain Hourly Employees Transportation Contract Lease Agreement Indenture of Trust * Taladega County T* Guaranty Agreement General Services Master Contract Confidentiality Agreement Confidentiality Agreement Confidentiality Agreement Confidentiality Agreement, REDACTED DOCUMENT CAMC-Greco-000946 Cyprus Contract Number 2335 Cvurus Party Cyprus Industrial Minerals Company 2818 2331 A 2961 2965 H Cyprus Industrial Minerals Company Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 2987-B 3013 3110 3162 3218 3225-A 3261 3329 3331 3376 3376-A 3383 C1MC0NT? Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM Headquarters Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company - No Cyprus Contract Number SCHEDULE S.11 ACTIVE CONTRACTS Other Party F. W. Energy Applications, Inc. Amoco (Cyprus) Minerals End-Users Supply System Vermont Talc, Inc. Mixing Equipment Company Thompson Weinman & Company English China Clays (ECC) America Army Corps of Engineers Milpark Drilling Fluids Coming Glass Works Stance International Corporation Josey, William G., Sr. Johnson & Johnson Baby Products Co. Johnson & Johnson Consu. Prod., Inc. Nihon Mistron Company Ltd. Troy Minerals The Mennen Company Peace River Pulp Company Mineral Technology Corporation Mineral Technology Corporation Dennis R. Coburn Tvdb of Contract Confidentiality Agreement Gas Supply Agreement Acquisition Agreement Confidentiality Agreement Power Supply Replacement Page 2 Letter Agreement (Cmpetition) Confidentiality Agreement Distributor Agreement: Kaolin & Ball Clay Casual Services Contract & Contractor Talc Supply Agreement Confidentiality Agreement Contract Mining Agreement Release of Claims Talc Sales Letter Agreement Master Agreement Termination of Agreement Letter Agreement Confidentiality REDACTED DOCUMENT CAMC-Greco-000947 Cyprus Contract 3399 3430 3431 3501 3573 3586 3633 3650 3651 3654 3662 3683 3720 3724 3742 3770-A 3806 3929-A CIM C0H 2 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Company * No Cyprus Contract Number SCHEDULE B.11 ACTIVE CONTRACTS Other Partv Southern Ionics, Incorporated Ken McGee Corporation Alpine America Corporation Kentucky-Tennessee Clay Company Trinity Industries Leasing Company Private Label Cosmetics Company Ferro Corporation A & 1 Chemical, Inc. Livingston International, Inc. Macmillan Bloedel Ltd. Livingston International, Inc. Maybelline Company Kleinschmidt Inc. Popa and Talbot incorporated Southeastern Machinery Corporation Advanced Packaging Techniques Guangxi Metals and Import and Export Kwang Ming Development Co. Ltd. United Bank of Denver Green Mountain Railroad Corporation Jyoe of Contract Mistron Cascade Testing Agreement Confidentiality Agreement Confidentiality Agreement Assignment to Lease Confidential Testing Agreement Confidentiality Agreement Lease Agreement Agency Agreement Customs Agent Confidentiality Agreement Customs Agent Agency Agreement . Confidentiality Agreement Car Location Message Agreement Confidentiality Agreement Warehouse lease Confidential Testing Agreement Memorandum of Understanding Standby Trust Agreement Amendment to Equipment Sublease REDACTED DOCUMENT CAMC-Greco-000948 Cyprus Contract Number 4004 Cvorus Partv Cyprus Industri al Minerals Company 4017 4171 4171-A 4173 4189 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 4235 4251 4282 4298-B 4299 4300 4301 4301-A 4313 4324 4326 4341 MC0NT2 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company . Nihon Mistron Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation * - No Cyprus Contract Number SCHEDULE 8 .1 t ACTIVE CONTRACTS Other Partv Montana Talc Company Fred Earnest Various Other Parlies * 1600 PPR Inc. 1600 PPR Inc. Marvin H. Pitts, Jr. Archie Schwartz Company 1600 PPR Inc. Revlon Inc. Maybelline Company Tatsuaki Tanaso China Guangxi Metals & Minerals Imp. Almay, Inc. Patenting Agency Patenting Agency Patenting Agency Magee Greydon Freeman Sobua Clay Company Ltd. Kasho Company, Ltd. J&J Consumer Products Tvdb of Contract Confidentiality Agreement Various Short Term Contracts Sales Agreement Amendment No. 1 Warehouse Lease Commission Agreement Confidential Testina Agreement Supply Agreement Employment Agreement Attachment to Contract 'Confidentiality Testing Agreement Patent Mechanical Sorter (Spain) Patent Pitch Control Systems (South Africa) Patent Pitch Control Systems (Spain) Maintenance Agreement Copier Confidentiality Agreement Confidentiality Agreement Lettor of Intent * 1990 REDACTED DOCUMENT CAMC-Greco-000949 Cyprus Contract Number 4357 4404 4414 4527 4547 4559 Cvorus Party Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Comany 4560 4564 4566 4567 4568 4569 4573 4603 4604 4605 4616 4620 CIUCCHI? Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company No Cyprus Contract Number SCHEDULE S.11 ACTIVE CONTRACTS Other Part Newfana Soapstone Associates Frank E. Dempsey & Sons, Ltd. P. T. Hutchins Company, Ltd. D-D Chemical Company, Inc. Pence Sales and Associates United Cement, Lime, Gypsum Boilmakers Union Jeffrey L Scott Guild Drilling Company, Inc. Comtrans New England Southern Railroad James R. Brammer Paul Wyman Kentuck-Tennessea Clay Company Sobue Clay Company, Ltd. 0JI Paper Company Limited Kasho Company, Ltd. GAF Chemicals Corporation Dow Chemical Company Tvdb of Contract Assignment of Mineral Rights Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Confidentiality Agreement Labor Contract Labor Contract Residential Lease Exploration Drilling Agreement Release and Waiver Release and Waiver . Residential Leasa Residential Lease Confidentiality Agreement! Confidentiality Agreement Confidentiality Agreement Confidentiality Agreement confidentiality Agreement Extension of Existing Testing Agreement REDACTED DOCUMENT CAMC-Greco-000950 Cyprus Contract 4631 4656 4663 4693 4700 4702 4706 4709 4792 4820 4912 4988 5064 5181 5182 5202 5203 Cvorus Partv Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation. Cyprus Western Source Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Coompany Cyprus Industrial Minerals Company C1MC0NT2 - No Cyprus Contract Number SCHEDULE 5.11 ACTIVE CONTRACTS Ofher Partv Gordon Gill Hecta Mining Company Russell Clough Company llshin Industrial Co., Ltd. Merriam-Graves Corporation Springfield Plumbing & Heaating Ground Work Construction llshin Industrial Company, Ltd. Jeffery L Scott Jake A. & Donna J. Kopten State Scale Company, Inc. Sierra Talc de Mexico Grupo Sierra EZEM, Inc. Davis Machine and Tool Company Various Employees Cabarria Y Cia, S.A. Oscar H. Gil Thomas Muller, Sr. Forcel Ltd. Tvne ol Contract Pago 6 Consulting Services Agreement Agreement-Purchase & Sale of Clay Division Bill of Sale Mining Machine, Conveyor Confidentiality Agreement General Services Contract General Services Contract Agreement Confidentiality Agreement - Talc Sorting Lease Lease Agreement General Services Agreement 'Confidentiality Agreement Confidentiality Agreement Confidentiality Agreement Secrecy Agreements Distributor/Sales Agent Appointment DistrihutorfSales Agent Appointment REDACTED DOCUMENT :-Greco-000951 >S o Cyprus Contract 6205 5206 5207 5208 5209 5210 5211 5212 5213 5214 5215 5216 5254 5261 5276 C1MCOHT2 Cyprus Partv Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Comany Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Windsrr Minerals Corporation No Cyprus Contract Number SCHEDULE 6.11 ACTIVE CONTRACTS Other Partv Junghwa International Corporation Y. R. Yoon P.T. Pentu Mas Mulia Kimia William Masrin Chemco Private Limited Quote Wan Chem Sol, S.A. Andes Chemical Corporation Industrias Qumica Microcal C.A. Trump Chemical Corporation Simon Yu Robert Bryce & Co., Ltd. Sid H. Pennell Quimilar, S.A. Manuel Cell Ekman Pulp & Paper AB Connell Brothers, Co., Ltd. Ekman Pulp and Paper AB Steward Machine Co., Ltd. DEB Corporation Various Other Parties Mackenzie Construction Inc. Jvne ol Contract DistributorfSales Agent Appointment DistnbutorlSales Agent Appointment Distributor/Saies Agent Appointment Distributor/Sales Agent Appointment Distributor/Saies Agent Appointment Distributor/Sates Agent Appointment Distributor/Sales Agent Appointment Distributor/Sates Agent Appointment Distributor/Sales Agent Appointment Distributor/Sales Agent Appointment Distributor/Sates Agent Appointment Distributor/Sales Agent Appointment Confidentiality Agreement Various Short Term Contracts General Services Contract REDACTED DOCUMENT CAMC-Greco-000952 Cyprus Contract Number 5315 5368 5370 5371 Cvorus Partv Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 5368 5417 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 5425 5433 5552 5558 5567 5567 5590 5621 5708 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Comany Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company CIM Headquarters 5709 CIM Headquarters aMC0HT3 * - Mo Cyprus Contract Number SCHEDULE G.11 ACTIVE CONTRACTS ____ Other Partv Simmons Janitorial Service Lico, Inc, Johnson & Dix Fuel Corporation Vermont Copier Jim Guay Quadra Chemicals, Ltd. Jeff Justice Barron Industries Barron Industries Rick Feskanin Weaver & Sons, Inc. Alabama River Pulp Company, inc. Robert J. Smith, Jr. Van Horn, Metz & Company, Inc. Jet-Line Services, Inc. Fitz Chem Corporation The Montana Power Company's Gas Utility The Montana Power Company's Gas Utility Tvoe of Contract Casual Services Contract Service Agreement Heating Oil Purchase Program Maintenance Agreement Distributorship Agreement Confidentiality Agreement Confidentiality Agreement Genera! Services Contract Confidentiality Agreement Product Sale Agreement 'Memorandum - Third Amendment to Agreement Agreement Emergency Spill Agreement Distributorship Agreement Natural Gas Service Agreement firm Gas Transmission Servie Agreement REDACTED DOCUMENT CAMC-Greco-000953 Cyprus Contract Numbe r 5710 Cvorus Partv CIM Headquarters 5711 ClM - Headquarters 5712 5874 5876 5877 5917 5918 5932 5933 CIM - Headquarters Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation 5934 Cyprus Industrial Minerals Company 5935 5936 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 5940 5942 5943 CIMCONTJ Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation * ** No Cyprus Contract Number ACTIVE CONTRACTS Other Partv The Montana Power Company's Cas Utility The Montana Power Company's Gas Utility Canadian-Montana Pipe Une Company Willow Hill Property Management Hemenway Electric Inc. H.M.J. Corporation WD Matthews Machinery Hl-Vac Corporation Oy Seltek Ah Industria Lombarda Proponi Chimici S.R.L Tele Dynamics Div. of Lewis Burglary & Pire Proteo. Arcadia Chemical Industries, Ine. Exxon Chemicals Americas Exxon Chemical Company Exxon Corporation George B. Tucker Kasa A.G. Johananoff Staples & Sptys. Ltd. Tvna nfRnntrart Interruptible Gas Transmission Service Rrm Gas Storage Service Agreement Interruptible Service Agreement Casual Services Contract General Services Contract General Services Contract General Services Contract General Sendees Contract Distributorship Agreement Distributorship Agreement Maintenance Agreement Contract Packaging Contract Talc Sales Agreement General Services Contract Distributorship Agreement Distributorship Agreement REDACTED DOCUMENT CAMC-Greco-000954 Cyprus Contract 5944 5945 5946 5947 5948 5949 5950 5952 5954 5955 * * nvnrns Party Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Corporation t Cyprus Windsor Minerals Corporation # Cyprus Windsor Minerals Corporation CIMC0NT2 * - No Cyprus Contract Number SCHEDULE S.11 ACTIVE CONTRACTS Other Party Chemag S.A. IPTY) Ltd. ADITIL ADITIL Azienda Chimica Milanese S.P A Enichem Benelux, N.V. Green Mountain Railroad Ottauquechee Natural Resource U.S.DA Soil Conservation Geomapping Associates, Ltd. Soctquim Lda. Soclquim Lda. Rail Systems, Inc. Green Mountain Railroad Corporation Delaware & Hudson Railway Company, Inc. Norfolk Southern Railway Company Green Mountain Railroad Corporation D & H Corporation Norfolk Southern Railway Company Central Vermont Railway, Inc. Vermont Railway, Inc. Green Mountain Railroad Corporation Canadian National Railway Grand Truck Western Railway Illinois Central Railway Jyna of Contract Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Bill of Sale Liability of Waiver Consulting Services Agreement Distributorship Agreement Distributorship Agreement , Rail Contract Rail Contract (Cincinnati, OHI Rail Contract Rail Contract REDACTED DOCUMENT CAMC-Greco-000955 Cyprus Contract Number * _______Cyprus Party__________ Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrual Minerals Company * Cyprus Windsor Minerals Corporation * Cyprus Industrial Minerals Corporation * Cyprus Windsor Minerals Corporation * Cyprus Windsor Minerals Corporation * Cyprus Windsor Minerals Corporation * Cyprus Industrial Minerals Company * Cyprus Industrial Minerals Company * Green Mountain Talc Corporation SCHEDULE B.11 ACTIVE CONTRACTS Other Party Green Mountain Railroad Corporation Delaware & Hudson Railway Company, Inc. Norfolk Southern Railway Company Green Mountain Railroad Corporation Centra! Vermont Railway, Inc. Canadian National Railways Grand Truck Western Railroad Company Southern Pacific Transportation Company S t Louis Southwestern Railway Company Green Mountain Railraod Corporation Central Vermont Railway, Inc. Canadian National Railways Grand Trucnk Western Railroad Company Burlington Northern Railroad company Kylo Railroad Company Centra) Vermont Public Service Corporation Central Vermont Public Service Corporation George Tucker Air Quality Technical Service STC Technologies Village of Morrisville Water St Light Department AT&T Vermont Copier Tvdb of Contract Rail Contract (Tuscaloosa, A ll Rail Contract Milter, TX) Rail Contract (Phillipsburg, KS) Interruptible Service Agreement Interruptible Service Agreement D ill of Sale Consulting Sendees Agreement Consulting Services Agreement Power Contract Equipment Agreement Maintenance Agreement Page 11 CIMCMTJ No Cyprus Contract Number SCHEDULE 5*11 ACTIVE CONTRACTS Page 12 REDACTED DOCUMENT plus Contract Number 4979 * _________ Cyprus Party_____ _________ Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation (Vermont) * Cyprus Industrial Minerals Company (Three Forks) * Cyprus Industrial Minerals Comppny (Oran-1 Island) Other Party Gwalla Consolidated Ltd. Gwalia Minerals N.L. Cements Lime* Gypsum* and Allied Workers, Division of. the Brother hood of Boilermakers International* AFL-CIO and its Local Lodge Ho. D449 United Clay, Line* Gypsum, and Allied Workers, Division of the Boilermakers Union and Local Union Ho. D-239 General Drivers and Helpers Local Union Ho. 554 Type of Contract Talc Purchase Agmt. Collective . Bargaining Agmt. Collective Bargaining Agmt. Collective Bargaining Agmt. REDACTED DOCUMENT CAMC-Greco-000957 344 345 440 64 b 676 696 914 915 984 1022 1023 1157 1189 1195 1196 1217 1231 1238 1239 CIMCONH Cyprus Industrial Minerals Company CIM - Thompson Weinman Cyprus industrial Minerals Company Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM Equipment Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM Thompson Weinman Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Miscellaneous Warehousemen Union United Cement, Ume & Gypsum Union State of Montana S.A. Des Est F. Chevassus Amoco Minerals Company Van Waters & Rogers Dempsey, Frank E, & Sons, Ltd. Carmona Chemical Company Kal Leasing, Inc. General American Transportation Corp. Hudson Drilling Company Tate Checical Sates Company Horton-Earl Company Airo Drilling Company Vermont Marble Company Arrow Construction Briggs Contraction i two ui oumran Labor Contract * Union Local No. 986 Labor Contract Permit to Appropriate Water Agency Agreement Currency Exchange Contract Service Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Equipment Lease Transportetion Agreement Car Service Agreement & Amendments Exploration Drilling Contract Sates Agency Agreement Sales Agency Agreement Exploration Drilling Contract Lease General Services Master Contract General Services Master Contract REDACTED DOCUMENT CAMC-Greco-000958 Cyprus Contract -- ------ ------------ Cyprus Party 1240 Cyprus Industrial Minerals Company 1244 1246 1273 1278 1300-A 1347 1365 1373 1424 1465 1466 1471 1517 1518 1519 1533 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM * Thompson Weinman CIM - Thompson Weinman Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus industrial Minerals Company INACTIVE CONTRACTS _ - Othar Party_______ Amoco Minerals Company Standard Oil Company Charles and Cindy Rasmussen Maurice F. Warner Steve Htibner Construction Pfizer, Inc. Columbia Earth Resources Mining Co. Mining Business Consultants, Inc. Barrier Insulating Products, Inc. Keyser & Mackay Gustavo C-Calvo Martin Burlington Northern Railroad Company Wade's Backboe U-Sack Systems Connell Brothers Company, Ltd. Detton Construction Union Tank Car Company Type of Contract Release of Ail Claims Consulting Services Agreement General Services Master Contract Mine Waste Rock Dump Fernley Diatomite Plant Sate Amended Proposal for Acquisition of Fern Sales Service Agreement Consulting Services Agreement Transportation Contract TBeneral Services Master Contract Pension Plan * Nonrepresented Hourly Pension Plan Nonrepresented Hourly Pension Plan for Yellowstone Mine Hourly Bulk Bag Manufacturing & Recycling Agmt. Distributorship Agreement General Services Master Contract . Railcar Administrative Service Agreement REDACTED DOCUMENT CAMC-Greco-000959 Cyprus Contract Number 1534 1563 1566 1567 1582 Cvnrus Party Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Sierra Talc de Mexico, S.A. 1586 1601 1688 1696 1698 1699 1700 1701 1702 1706 1711 1719 1725 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM - Thompson Weinman Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company INACTIVE CONTRACTS _ Other Party Rhon Lee Herndon Dr. John F. Childs Thornton L Neathery Longyear Company Armando Rubio Eusebio Rubio Chemical Bank Dr. Norman D. Clark Dryden Oil Company, Inc. Kevin T. Kilty Celanese Special Operations Weyerhaeuser Company Exxon Chemical Americas Wilson-Fiberfil International Himont USA, Inc. Ferro Corporation LNP Corporation Kelly, Thomas Michael J, McLaughrn Marvin R. McCune Tvoe of Contract General Services Master Contract Consulting Services Agreement Consulting Services Agreement Drilling Agreement Collateral and Reimbursement Agree Consulting Services Agreement Agreement of Sale Consulting Services Agreement Testing & Confidentiality Agreement Purchase Contract . Testing & Confid. Agreement Testing & Confid. Agreement Testing & Confid. Agreement Testing & Confid. Agreement Testing & Confidentiality Agreement Purchase and Sale of Real Estate Consulting Services Agreement Employment Agreement Page 3 C yprus Contract Number 1764 1815 1816 181G-A 1817 1822 _______ Cyprus Party Cyprus In d u s tria l Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Corporation 1845 1863 1888 1830 1925-A 1930 1934 1945 2012 2065 2075 2076 2077 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company INACTIVE CONTRACTS _______ Other Party__________ Fun-Deng Wang Carl Robert Moebus Mr. Eduardo Diaz Gonzalez Jay Phillips Intarmountain Aerial Surveys Engineering Enterprises, Inc. American Borate Company General Electric Company Anchor Hocking Thames Mining N.L Dal Briar Corporation Geophysical Environmental Research PPt J. Hunt Industries, Inc. Canyon Resources Corporation Various Employees Gustavo C. Calvo Marlin James Hunolt Tvne of Contract______ Consulting Services Letter Agreement Consulting Service Agreement Consulting Services Agreement Extension to Consulting Agreement Consulting Services Agreement Consulting Services Agreement Page 4 Confidentiality Agreement Testing Agreement - Specially Beneficiated Testing Agreement Specially Beneficiated Talc Supply and Purchase Agreement Letter Agreement - Clay Purchase Consulting Services Agreement Consulting Services Agreement Purchase Agreement Tate Release and Settlement Agreement Option Agreement - Fernley Mine/Property Employee's Secrecy Agreement Consulting Services Agreement Purchase Agreement REDACTED DOCUMENT Cyprus Contract Number 2078 2079 20S0 Cvorus Party Cyprus Industrial Minerals Company CIM Thompson Weinman Cyprus Industrial Minerals Company 2081 2082 mi 2228 2230 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 2250 Cyprus Industrial Minerals Company 2261 2263 2288 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 2299 Cyprus Industrial Minerals Company 2316 2324 2325 2370 CIUCOHTJ Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM Thompson Weinman Cyprus Indu'.trial Minerals Corporation Other Party Longyear Company Interlan Company, Ltd. Layna Central Layne Western Company, Inc. CSMRI Analytica, Inc. O'Keefe Drilling Company Longyear Company American - Pacific Associates Simons-Eastern Consultants, Inc. Temple-Eastex, Inc. Powell Construction Gary Powell Combustion Engineering, Inc. Colorado School of Mines Research Hardie-Tynes Manufacturing Company George Morgan Rook & Messer Luvon Messer Rough Country Drilling Sturtevant Sarrio Cia. Papelera de leiza, S.A. City Electric Tvoe of Contract Exploration Drilling Agreement Sale Agreement - Marble Stocks Exploration Drilling Agreement Consulting Services Agreement Drilling Agreement Exploration Drilling Agreement Consulting Services Agreement Proprietary Information Agreement Release and Indemnification Confidentiality Agreement ^Confidentiality Agreement Confidentiality Agreement General Services Master Contract Exploration Drilling Agreement Confidentiality Agreement Confidentiality Agreement General Services Contract-Construction REDACTED DOCUMENT Cyprus C ontract Number 2 3 71 2497 2501 2510 Cvorus Partv Cyprus industrial Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 2535 2595 2822 2828 2832 2843 2844 2850 2931 2980 2965-G Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Green Mountain Talc Corporation Cyprus Industrial Minerals Company CIM * Thompson Weinman 2987 CIMCQKT3 Cyprus Industrial Minerals Company ________ Other Party___________ Sletten Construction Ted F. Ellis Ruen Coro Drilling, Inc. Westar Timber, Ltd. Citic 8.C. Inc. Power Consolidated (China) Pulp Inc. State of MT Dept, of Labor & Industry Division of Worker's Compensation Canyon Resources Company Eugene Walker Drilling Company Bankers Trust Company Westech/Hydrometrics Armando Rubio Aurioles, Et. At (Sierra Talc Shareholders) Minerals Research Laboratory A.M. Wei), Inc. Vermont Tale, Inc. National Fabrications, Inc. Larry Limbaugh ECCA Southeast Carbonates Cement, Lime, Gypsum, Allied Worker Boilermakers Union Mitpark Drilling Ruids Type of Contract______ Page 6 General Services Agreement-Silo Construction Consulting Services Agreement Exploration Drilling Agreement Assignment of Purchase Order DatBd 2/21 Agreement Assumption & Guarantee Exploration Drilling Agreement Financial Adivsor Contract General Services Contract Stock Purchase Agreement Confidentiality Agreement General Services Contract Letter of Intent Settlement Agreement Settlement Agreement Termination Agreement - Lahor Contract Lease (Gulf Coast Grinding Plant) REDACTED DOCUMENT Cyprus Contract Number -- 2987-A 3009 3010 _ Cyprus Part* Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 3011 3012 3014 3112 3111 3127 3128 3160 32 10-A 3223 3224 3225B 3225-C 3225-0 3227 3231 CIUCONTJ Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM - Headquarters Cyprus Windsor Minerals Corporation Cyprus industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Nihon Mistron Nihon Mistron Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company ^ rpT "I 1 frjrX-' INACTIVE CONTRACTS --------------Other Party Milpark Drilling Fluids Geomapping Associates Ltd. Projects Unlimited Robert Homing Mead Corporation Thames Mining, N.L A.M. Welles, Inc. Fumess Withy (Austraalia) Pty. Vermont Marble Company Westech Van Meter & Despain Well Drilling Thompson, Dr. Ray Johnson & Johnson Dr. Ray Thompson End-Users Supply System Nihon Mistron Company Ltd. Kasho Company Sobue Clay Company, Ltd. Bag Connection, Inc. Productive Consulting Company ** Type ot Contrant Crude Ore Purchasing and Grinding Contract General Services Contract General Services Contract Page 7 Purchase Contract (Mistron Vapor] Talc Supply and Purchase Agreement General Services Contract Charter Party * Anangel Spirit Lease General Sendees Agreement Exploration Drilling Agreement Consulting Services Agreement Trice Agreement Confidentiality Agreement Gas Supply Agreement Consulting Agreement Amendments to Sales Representative Agreement Bill of Sale Bulk Bag Recycling Consulting Sendees Agreement REDACTED DOCUMENT Number 3236 3254 3254 A 3254-B 3254-C 3255 3256 3257 3259 3326 3327 3330 3332 3333 3334 3335 3373 3381 3384 Cnrus Part Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company J&J Baby Products Company J& J Consumer Products, Inc. Congoleum Corporation Congoleum Corporation Congoleum Corporation Congoleum Corporation Hydrometrics, Inc. James W. Gelhaus A.M. Wells, Inc. Waste Away, Inc. Talco E Grafite Val Chisone Bailey Construction Company, Inc. Daishowa Canada Co., Ltd. Guy Equipment Erection Company, Inc. Guy Equipment Erection Company, Inc. Bailey Construction Co., Inc. Wilson Brothers Okuniewicz Mining Cmpany O'Keefe Drilling Company Jerry W. Rayfield Jype of Contract Bill of Sale Letter Amendment To Agreement Agreement For Purchase & Sale of Vertal Renewal Agreement General Services Contract General Services Contract General Services Contract Waste Disposal Services Talc Purchase Agreement Construction Contract T.O. for Construction of Bulk Handling Construction Contract Construction Contract P.0, and Construction Contract. P.0, and General Services Contract General Services Contract Exploration Drilling Agreement Release, Receipt & Acknowledgement REDACTED DOCUMENT CAMC-Greco-000965 Number 33BS 3387 3414 3415 3427 3427A 3428 3429 3440 3441 3443 3461 3483 3507 3565 3591 3592 3631 3644 CIMC0MT3 _______ Cyprus Party C yprus Industrial Minerals Company Cyprus Industrial Minerals Company * Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Green Mountain Talc Corporation Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Green Mountain Talc Corporation Cyprus Industrial Minerals Company Cyprus industrial Minerals Company INACTIVE CONTRACTS Other Partv Mtchaet 0. Wold Tonto Drilling Services Engineering & Mgmt. Services Group Geomapping Associates, Ltd. Johnson Company, Inc. State of Vermont Protective Consultants Company Jill Simmons Bailey Construction Company C.L Pearson, Inc. Toledo Scale Spinning Mill House, Inc. Roger W. Millar Sletton Construction Company Okuniewicz Mining company Mackenzie Construction Inc. Geomaping Associates Ltd. Chief Construction, Inc. Dennis R. Coburn Tvoe of Contract Receipt & Acknowleldgement Exploration Drilling Agreement Consulting Services Agreement Master Engineering Services Contract Consulting Services Contract Land Use Permit Amendment Consulting Services Agreement Consulting Services Agreement General Services Contract Construction Contract Sale, Construction, Installation Railroad . Letter of Intent Employment Agreement Construction Contract General Services Contract General Services Contrae 1 General Services Contract ACM Addition Use of Confidential Info. Letter Pane 9 REDACTED DOCUMENT Cyprus Contract Number 3895 3721 , Cyprus Party Green Mountain Talc Corporation Cyprus Industrial Minerals Company 3725 Cyprus Industrial Minerals Company 3748 Cyprus Windsor Minerals Corporation 3751 Cyprus Industrial Minerals Company 3754 Cyprus Industrial Minerals Company 3755 Cyprus Industrial Minerals Company 3757 3770 Cyprus Industrial Minerals Company Cyprus IndUitria! Minerals Company 3841 3844 3845 3929 3949 3971 4007 4008 4009 CIUC0NT3 Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company SCHEDULE S.11 A C T IV E CONTRACTS ________ Other Party _______ Ground Work Construction Nokoosa Paper Incorporated Kuehne & Nagel, Inc. A. H. Fulton Y. Y. Kwan Applied Industrial Minerals Corp. Textron, Inc. Avco Corporation Roy Bowers Excavating Guangxi Metals and Import and Export Kwang Ning Development Co. Ltd. TRC Environmental Consultants Central VT Public Service Corporation Central VT Public Service Corporation Green Mountain Talc Corporation Vida Cosmetics Exxon Chemical Company James W. Gelhaus Chen-Northern Inc. A. R. Plank ---------Ix a e Of Contract Service Agreement Confidentiality Agreement Customs Power of Attorney Request, Release & Waiver Consulting Sendees Agreement Confidentiality Agreement Confidentiality Agreement Page 10 General Services Contract Memorandum of Understanding Consulting Services Agreement . NEPOOL CRS-16/Basad Interruptible Service NEP001 CRS-16 Based Interruptible Service Agmt. Equipment Sublease Confidential Testing Agreement Confidentiality Agreement General Services Contract Master Engineering Services Contract Consulting Services Agreement REDACTED DOCUMENT REDACTED DOCUMENT CAMC-Greco-000967 Number 4056 4127 4128 4129 A 4129 4130 4131 4132 4133 4134 4135 4136 4137 4138 4165 4166 4168 4171-8 4181 ClMCHTa Cyprus Partv Cyprus Industrial Minerals Company CIM * Headquarters Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company CIM - Headquarters CIM - Headquarters CIM Headquarters CIM - Headquarters CIM Headquarters CIM Headquarters CIM Headquarters CIM Headquarters CIM Headquarters CIM - Headquarters Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Other Partv Chemical Waste Management, Inc. Fire Control Inc. of New England Oxygen & Welding Supply Company The Cary Company Cary Company, Inc., The A. E. Fleming Company B. H. Roettker Company, Inc. Cordano Chemical Company, Inc. Horton Earl Company P. T. Hutchins Company, Ltd. Lomas International Meyer Plastics, Inc. Mozel Incorporated St. Lawrence Chemical Company Dar-Tech, Inc. Hargis Leasing, Inc. Gary W. Hargis Purdue University 1600 PPR Inc. Snow White Cleaning Tvnfl nf Hnntrapt Agreement for Surplus Chemicals Handling Casual Services Contract Casual Services Contract Notice of Termination Distributor Agreement Barytes Products Distributorship Agreement Talc Products Distributorship Agreement - Talc Products Distributorship Agreement - Talc Products Distributorship Agreement - Talc Products Distributorship Agreement Talc Products Distributorship Agreement * Talc & Barytes Distributorship Agreement - Talc Products Distributorship Agreement Talc Products Distributorship Agreement Talc Products Sales Agreement Railcar Leasing/Maintenance Agreement Testing Agreement Amendment No. 2 Casual Services Contract REDACTED DOCUMENT CAMC-Greco-000968 B 8" u !> J Cyprus Contract Number 4182 4183 4184 Cvorus Party Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 4193 Cyprus Industrial Minerals Company 4194 Cyprus Industrial Minerals Company 4195 Cyprus Windsor Minerals Corporation 4239 Cyprus industrial Minerals Company 4248 Cyprus Industrial Minerals Company 4241 4242 Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 4243 Cyprus Windsor Minerals Corporation 4244 Cyprus Windsor Minerals Corporation 4245 Cyprus Windsor Minerals Corporation 4246 Cyprus Industrial Minerals Company 4247 Cyprus Industrial Minerals Company 4248 Cyprus Industrial Minerals Company 4249 Cyprus Industrial Minerals Company 4250-B Cyprus Industrial Minerals Company 4250-A Cyprus Industrial Minerals Company CIWC0NT3 sc h ed u le b.i i INACTIVE CONTRACTS Other Partv John Pinckney Commercial Scale Co. Inc. Honeywell Inc. Vi-Chem Inc. Robert E. Roeder Vermont Agency of Natural Resources Montana Department of Revenue Hemenway Electric Inc. Rene Melanson Mackenzie Constuction Inc. Ernest Plumb State Scale Company, Inc. Gawet Marble & Granite Inc. Newport Electric Oxygen & Welding Supply Company Queen City Fire Equipment Frank Dodge & Sons Construction Cosmetic Specialties, Inc. Cosmetic Specialties, Inc. ""\ Casual Services Contract Casual Services Contract Page 12 Casual Services Contract Distributorship Agreement Agreement Relocation Permit #AP-89-046 Columbia Mill Talc Product Confidentiality Agreement Casual Services Contract Casual Services Contract Casual Services Contract Casual Services Contract . Casual Services Contract Casual Services Contract General Services Contract Casual Services Contract Casual Services Contract General Services Contract Second Amendment to Representative Agreement Amendment to Representative Agreement Cyprus Contraer Number 4250 4252 4253 Cyprus Party Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company 4265 4274 429B-A 4298 4303 4312 4329 4346 4347 4350 4413 4447 4448 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company CIM Headquarters CIM Headquarters Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 4459 4467 Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Other Partv Cosmetic Specialties, Inc. Willow Hill Property Management Green Mountain Sanitation Hardwick Recycling and Salvage Inc. Rocky Mountain Security Service Montgomery Elevator Company China Guangxi Metals & Minerals Imp. China Guangxi Metals & Minerals Imp. H.H. Royal of California Inc. Markowski Excavating Inc. Giacci Brothers Pty. Ltd. Jack Corse, Inc. Hill - Martin Corporation W. A. Ritz Marketing Jesse E. Young Company, Inc. Gustavo C, Calvo Michigan Technological University William J. Gregg Bureau of Business Practice Northeastern Sales Corporation Type of Contract Representative Agreement Casual Services Contract Services Agreement p^o n General Services Agreement Purchase Order for Maintenance Service Attachment to Contract Sales Contract Distributorship Agreement General Servicies Contract Construction Agreement General Services Agreement ^Casual Services Contract Distributorship Agreement Distributorship Agreement General Services Contract General Services Contract Settlement Agreement General Services Contract REDACTED DOCUMENT REDACTED DOCUMENT CAMC-Greco-000970 4468 4473 4498 4512 4520 4558 4561 4562 4563 4565 4576 4628 4630 4639 4640 4641 4649 4650 4651 CIMCH3 Cyprus Party Cyprus IVindsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Cokpany Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Corporation Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation INACTIVE COHTRACTS Other Party Allen Electrical Construction Van Horn, Meti & Company, Inc, A. M, Welles, Inc. DC to Light Eugene Walsh Lois Walsh Gen Drives & Helpers Union #554 Pratt's Propane, Inc. Macldnzie construction, Inc. Cooper Fence Company John J, Sheehan Lake Resources, Inc. Pizzagalli Construction Company Milpark Drilling Fluids Oeborel Maroc S.A. S.A.R.L Promanu Sime Construction, Inc. Woody Dorsey Neil H. Daniels, Inc. Resicon Containment, Inc. -Type of Contract Casual Services Contract Distributorship Agreement and Amendment Construction Contract General Services Contract Lease Agreement Page 14 Labor Contract Propane Supply Contract General Services - Contract Mining General Services Casual Services Contract Sales Contract General Services Contract Lease Real Property Distributorship Agreement Distributorship Agreement General Sendees Contract Bill of Sale Marble Stone General Services Contract General Services Contract REDACTED DOCUMENT CAMC-Greco-000971 Cyprus Contract Number 4652 Cyprus Patty Cyprus Windsor Minerals Corporation 4664 4698 Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 4699 4701 Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 4703 4704 Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 4719 Cyprus Windsor Minerals Corporation 4750 Cyprus Windsor Minerals Corporation 4793 Cyprus Windsor Minerals Corporation 4794 Cyprus Windsor Minerals Corporation 4812 Cyprus Windsor Minerals Corporation 4826 Cyprus Windsor Minerals Corporation 4840 Cyprus Windsor Minerals Corporation 4908 Cyprus Windsor Minerals Corporation 4909 Cyprus Windsor Minerals Corporation 4910 Cyprus Windsor Minerals Corporation 4911 Cyprus Windsor Minerals Corporation 4953 Cyprus Windsor Minerals Corporation CIMCONTJ SCHEDULEB.il INACTIVE CONTRACTS ------------ Other Party__________ J. A. Russell Corporation Hemenway Electric Inc. Unifirst Corporation Willow Hill Property Management Advanced Fire & Safety Inc. of VT/NH Springfield Plumbing & Heating Ernest Plumb Commercial Scale Company, Inc. Cavendish Partnership Guild Drilling Comany, Inc. John J. Sheehan James R. Brammar George B. Tucker, Inc. Reynolds & Sons, Inc. Honeywell, Inc. Mackenzie Construction Inc. John Pinckney Harry K. Shepard, Jr. Explosives Supply Company Type of Contract General Services Contract General Services Contract Casual Services Contract Casual Services Contract General Services Contract General Services Contract General Services Contract General Services Contract Consulting Services Agreement Exploration Drilling Agreement (li.S.) Casual Services Contract * Mail & Freight Bill of Sale File Cabinet General Services Contract General Services Contract General Services Contract General Services Contract Casual Services Contract General Services Contract General Services Contract Page 15 REDACTED DOCUMENT CAMC-Greco-000972 Cyprus Contract Number 4979 4983 -C yp-us Party Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 5203-A 5204 5274 5275 5277 5310 5369 5372 5388-A 5396 5397 5441 5506 5524 5559 5576 CIMCONTJ Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company CIM - Headquarters Cyprus Windsor Minerals Corporation CIM - Headquarters Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company S C H E D U tE 5 .il INACTIVE CONTRACTS Gwalia Consolidated Ltd. John F. Childs Childs and Associates Lupine Minerals Corporation Force! Ltd. T. Tseng Everpure Company, Ltd. Newport Electric Hi-Vac Corporation Piztagalli Construction Company W.D. Matthews Machinery Company Pratt's Propane, inc. Canadian Enterprise Gas Products Quadra Chemicals, Ltd. Valley Artesian Well Company, Inc. Rene Malanson Star Shipping AIS Harwick Chemical Corporation Birmingham Excavating Company, Inc. Alabama River Pulp Company, Inc. Egyptian Geological Survey & Mining Tvdb of Contract Talc Purchase Contract General Services Contract Page 16 termination of Distributor Agreement Distributor/Sales Agent Appointment General Services Contract Casual Services Contract General Services Contract Casual Services Contract Propane Supply Contract Propane Sales Contract "Termination of Distributor Agreement General Services Contract General Services Contract Shipping Contract Notice of Termination of Distributorship Agmt. General Services Contract Equipment Sale Agreement Technical Services Agreement REDACTED DOCUMENT CAMC-Greco-000973 Cyprus Contract _ Number 5588 5611 5612 -Cyprus Party Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 5613 Cyprus Industrial Minerals Comany 5614 Cyprus Industrial Minerals Company 5615 Cyprus Indus .rial Minerals Company 5616 Cyprus Industrial Minerals Company 5616-A Cyprus Industrial Minerals Company 5617 Cyprus Industrial Minerals Company 5618 5619 Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company 5869 Cyprus Industrial Minerals Comany 5931 Green Mountain Talc Corporation 5937 Cyprus Windsor Minerals Corporation 5938 Cyprus Windsor Minerals Corporation 5939 5941 5951 Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation Cyprus Windsor Minerals Corporation 5957 Cyprus Windsor Minerals Corporation CIMCONTJ INACTIVE CONTRACTS ---------Cibar Party Lomas International Meyer Plastics, Inc. Raw Materials Corporation St. Lawrence Chemical Company Horton-Earl Company B-H. Roettker Company Cordano Chemical Company, Inc. Cordano Chemical Company, Inc. Mozel Incorporated A.E. Fleming Company P.T. Hutchins Company, Ltd. LV. Lomas Ltd. State of Vermont Bates & Murray, Inc. Dufresne-Henry, Inc. Neil H. Daniels Inc. Neil H. Daniels Green Mountain Explosives Company Al Melanson Company, Inc. --------Sfpo of Contract Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Termination of Distributor Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement . Dfelributorship Agreement Land Use Permit General Services Contract Consulting Services Agreement General Services Contract General Sendees Contract General Sendees Contract General Services Contract Page 17 REDACTED DOCUMENT CAMC-Greco-000974 Cyprus Contract Number 5958 5959 5980 -Cyprus P a rty Cyprus industrial Minerals Company Cyprus Industrial Minerals Company Cyprus Industrial Minerals Company SCHEDULE 5 .1 ! INACTIVE CONTRACTS ,,Other Parfy Cosmetic Specialties, Inc. force! Ltda. Quadra Chemicals, Ltd. Type of Contract Page 19 Second Amendment To Representative Agmt. Termination of Distributorship Agreement Termination of Distributorship Agreement ClMCONt} REDACTED DOCUMENT CAMC-Greco-000975 CyprusPuMrcinhearsaelsACgroemempaennyt (A"mCMonCg')CayrpidruRs TMZinAesmCeroircpaorInacti.o(n",RTZ") Documents Not Applicable m the Ta|c Businc. CyprNuusmCboenrtract Cwirns Parly Other Party Active Contracts 1108 Cyprus Indutrial Minerals Company Town of Sandcrsville [1157-AJ Cyprus industrial Minerals Company General American Transportation Corp. 2818 Cyprus Indujtrial Minerals Company End-Users Supply System 2965-H 3110 Cyprus Industrial Minerals Company AETCmnhomgoelmripsiahcpansCoynhiWnaeCinlmayasn(E&CO Army Corps of Engineers iyprus Induttrial Minerals Company CStoarnpcooraIntitoenrnational Type of Contract Waler Supply Agreement Railcar TArgarneespmoerntattion AGgarseSeumpepnlyt RPoewplearceSmupepnlty - Distributor AKgaroelienmAenBt:all Clay Inactive Gonifarla 1157 Cyprus Industrial Minerals Gmpany 1533 Cyprus Industrial Minerals Company 1925-A Cyprus Industrial Minerals Company REDACTED DOCUMENT TGreannesrpaolrAtamtioenricCanorp. Union Tank Car Company Dal Briar Corporation ACAagmrreSeenemrdvmeinceetn&ts Raikar ASedrmviicneisAtrgarteiveement Letter Agreement Clay Purchase -2 - -__.J REDACTED DOCUMENT CAMC-Greco-000977 Number Cvpr is Pariv Oilier Partv Active Contracts 1911 1911-B 1911-C 3376 3376-A 3501 4017 4189 4298-B 4663 CIM Equipn.ent Company TInadlaudstcrgiaalCDoeuvnetlyopment Authority CIM Equipn ent Company NInodruthsterrianl TDreuvsetlCopommepnatnyBoard CIM Equipn nt Company SNtoarntdhaerrdn OTriluCstoCmopmanpyany Cyprus Indu:trial Minerals Company Mineral Technology Corporation Cyprus Indu lrial Minerals Company Mineral Technology Corporation Cyprus Industrial Minerals Company TKrcinntituycIknyd-TusetnrniecsssLceeaCsilnagyCCoommppaannyy Cyprus Indu trial Minerals Company Various Other Parties Cyprus Indutrial Minerals Company A16r0c0hiPePSRchwInacr.tz Compaiy Cyprus Industrial Minerals Company ICmhpin.a Guangxi Metals A Minerals Cyprus Indu;tria! Minerals Company Russell Ctaugh Company 4700 CCoyprpruosraWtioinndsor Minerals 4912 CCyoprpruosraWtiornit!sor Minerals 5567 OCyxpproursaWtioinndsor Minerals Merriam-Graves Corporation Slate Scale Company, Inc. Robert J. Smith, Ir. Lease Agreement CInoduennttyure of Trust *Taladega Guaranty Agreement Master Agreement Termination of Agreement Assignment to Lease Various Short Term Contracts Commission Agreement Attachment to Contract CBiollnovefySoarle - Mining Machine, General Services Contract General Services Agreement tMoeAmgorreaenmdeunmt - Third Amendment "3- i REDACTED DOCUMENT CAM C-Greco-000978 prNvus^mGbnerittrnct ' C V p fiu Party Other Party w^^^.r?T-Cw -Type of Contract Inactive Contract* 344 440 646 Cyprus Industrial Minerals Company Miscellaneous Warehousemen Union Cyprus Indie trial Minerals Company Slalc of Montana CCyoprpruosraItniodnie trial Mincrab S.A. Des E*t. F. Chevassus 9L8a6bor Contract - Union Local No. Permit to Appropriate Water Agency Agreement 676 914 915 984 1023 1189 1217 1240 Cyprus Indus trial Mincrab Company Amoco Minerals Company Cyprus Indie trial Minerals Company Van Waters A Rogers Cyprus Indus trial Minerab Company Dempsey, Frank E St Sons, Ltd. Cyprus Induetrial Minerab Company Camone Chemical Company Cyprus Induetrial Mincrab Company Kat Leasing, Inc. Cyprus Indtetrial Minerab Company Hudson Drilling Company Cyprus Induttrial Minerab Cbmpany Alro Drilling Company Cyprus Indu trial Minerab Cbmpany CASthmaanordclaeosrdManOidnileCrCainolsdmyCpoRamnayspmanuyssen Currency Exchange Contract Distributorship Agreement Distributorship Agreement Distributorship Agreement Transportation Agreement Exploration DrilEng Contract Exploration Drilling Contract Release of All Claims 1244 1278 Cyprus Industrial Minerab Company Maurice F. Warner Cyprus Indutrial Minerab Company MCoinluinmgbBiauEsianretshsRCeosnosuurltcaenstMs, iInnicn.g Co. Consulting Services Agreement Famley Draforailc Plant Sale 1300-A Cyprus Induilriat Minerab Company Barrier Insulating Products, Inc. 1365 Cyprus Industrial Minerab Company Gustave C Calvo Martin 1373 Cyprus Indu.trial Minerab Company CBoumripnagntoyn Northern Railroad oAfmFeenrdned Proposal for Acquisition Consulting Services Agreement Transportation Contract "4- / REDACTED DOCUMENT CAMC-Greco-000979 1424 1517 1519 1534 1563 1566 1567 1588 1688 1696 1698 1699 1700 1701 1702 1706 1719 Cyprus Indutrial Minerals Company Wade's Backhoe Cyprus Inda;lrial Minerals Company U-S2Ck Systems Cyprus Industrial Minerals Company Detton Construction Qprus Indu strial Minerals Company Rhen Lee Herndon Cyprus lndu trial Minerals Company Dr. John F. Childs Cyprus Industrial Minerals Company Thom too I* Neatheiy Cyprus Tndutrial Minerals Company Longyear Company Cyprus lndutrial Minerals Company Dr. Normas D. Clark Cyprus Industrial Minerals Company Kevin T. Kilty Cyprus Industrial Minerals Company Celanese Special Operations Qprus InduitriaJ Minerali Company Weyerhauser Company Cyprrn Ind Aria! Minerab Company Exron Chemical America! Cypnts IndUrial Minerab Company Wibon-Ftberftll International Cypnrs IndUrial Minerali Company Hhnont USA, Ine Cyprus Indurial Minerab Company Ferro Cbrporalion Cyprus Industriai Minerab Company LNP Corporation Cyprus Industrial Minerab Company Michael J. McLaughlin -5 - General Services Master Contract ABulk Bag Manufacturing Recycling Agm nt General Services Master Contract General Services Master Contract Consulting Services Agreement Consulting Services Agreement Drilling Agreement Consulting Servier t Agreement Consulting Services Agreement ATegsrteinemg eAntConfidentiality Purchase Contract ATegsrteienmg eAntConfidentiality ATegsrteienmg eAntConfidentiality ATegsrteienmg eAntConfidentiality ATegsrteienmg eAntConfidentiality TAegsrteinemg eAntConfidentiality Consulting Services Agreement REDACTED DOCUMENT CAMC-Greco-000980 tt y fT r ifC o n t r a c t N um ber CVonts Party Other Party 1764 Cyprus Industrial Minerals Company Fun-Deng Wang 1815 1316 1816-A Cyprus indurtrial Minerals Company Carl Robert Mecbus Cyprus Indurtrial Minerals Company Cyprus Industrial Minerals Company Mr. Eduardo Diaz Gonzalez 1817 Cyprus Industrial Minerals Company Jay Phillips 1822 Cyprus Induttrial Minerals Company Intermountaln Aerial Surveys Engineering Enterprises, Inc. 1845 Cyprus Industrial Minerals Company American Borate Company 1863 Cyprus India trial Minerals Company General Electric Company 1888 Cyprus InduLtrial Minerals Company Anchor Hocking 1890 Cyprus Indu: trial Minerals Company Thames Mining N.L 1930 Cyprus Indu.trial Minerals Company Geophysical Environmental Research 1934 Cyprus Indiatrial Minerals Company 1945 Cyprus Indutrial Minerals Company PPI 2012 Cyprus Indu trial Minerals Company J. Hunt Industries, Inc. 2065 Cypms Indu,trial Minerals Company Canyon Resources Corporation 2076 Cyprus Industrial Minerals Company Gustave C Calvo Martin 2077 Cyprus Indtrial Minerals Company James Ilunolt Type of Contract CAognreseumltienngtServices Letter Consulting Service Agreement Consulting Services Agreement AEgxrteenemsioenntto Consulting Consulting Services Agreement Consulting Services Agreement Confidentiality Agreement TBeensteinEgciAatgcrdeement - Specially TBeensteiOngdaAtgodreement - Specially TAagrbeSemupepnlty and Purchase Consulting Services Agreement Consulting Services Agreement Purchase Agreement - Talc ARgerleeaesmeeanntd Settlement MOpintio/PnrAopgerreteyment - Femley Consulting Services Agreement Purchase Agreement -6 - JJ REDACTED DOCUMENT CAM C-Greco-000981 2 0 7 8 Cyprus Industrial Minerals Company Longyear Company 2 0 8 0 Cyprus Indu.lrial Minerals Company Layne Central Laync Western Company, Inc. Exploration Drilling Agreement Exploration Drilling Agreement 2081 Cyprus Indu:trial Minerals Company CSMRI - Analytics, Inc. 2082 Cyprus Indu: trial Minerals Company O'Keefe Drilling Company Consulting Services Agreement Drilling Agreement 2227 Cyprus Indu: trial Minerals Company Longyear Company Exploration Drilling Agreement 2228 Cyprus Indutrial Minerals Company American - Pacific Associates Consulting Services Agreement 2230 Cyprus Indutrial Minerals Company TSiemraopnlse--EEaasstteerxn, ICnocn. sultants, Inc. APrgorpereimeteanryt Information 2261 Cyprus Industrial Minerals Company Combustion engineering, Inc. Confidentiality Agreement 2288 Cyprus Industrial Minerals Company GHeaorrdgiee-MiynocrgsaMn anufacturing Company Confidentiality Agreement 2299 Cyprus Industrial Minerals Company RLuovooknAMMesessesrer General Services Master Contract 2316 Cyprus Indu trial Minerals Company Rough Country Drilling Exploration Drilling Agreement 2324 Cyprus Industrial Minerals Company Sturtevant Confidentiality Agreement 2497 Cyprus Industrial Minerals Company Ted F. Ellis Consulting Services Agreement 2501 Cyprus Industrial Minerals Company Rueo Core Drilling, Inc. Exploration Driling Agreement 2510 Cyprus Industrial Minerals Company CWretisctaBr.UCmInbce.r, Ltd. Power Consolidated (China) Pulp Inc. DAasstiegdnm2#e1at of Purchase Order 2822 Cyprus Indutrial Minerals Company Eugene Walker Drilling Company Exploration Drilling Agreement 2828 Cyprus Indu trial Minerals Company Bankers Trust Company Financial Advisor Contract 2832 Cyprus Indutrial Minerals Company Weslech/Hydrometrics General Services Contract -7 - REDACTED DOCUMENT CAMC-Greco-000982 2844 2850 2931 3009 3010 3011 3012 30H 3112 3111 3127 3128 3160 3224 3231 3255 3256 3257 3326 3327 Cyprus Industrial Minerals Company Minerals Rearch Laboratory Cyprus Industrial Minerals Company A.M. Welles, Inc. Green Mou tain Talc Corporation Vermont Talc, Inc. Cyprus Industrial Minerals Company Gcomapping Associates Ltd. Cyprus Industrial Minerals Company Projects Unlimited Robert Homing Cyprus Industrial Minerals Company Mead Corporation Cyprus Industrial Minerals Company Thames Mating, N.L, Cyprus Indastriai Minerals Company A.M. Welles, Inc. Cyprus Indastria] Minerals Company Furness Withy (Australia) Pty. Ltd. Green Mou tain Talc Corporation Vermont Marble Compaay Cyprus Indstriai Minerals Company Westech Cyprus Industrial Minerals Company Van Meter A Despatn Well Drilling CIM - Headquarters Thompson, Dr. Ray Cyprus Industrial Minerals Company End-Users Supply System Cyprus Industria) Minerals Company Productive Consulting Company Cyprus Industrial Minerals Company Hydrometries, Inc Cyprus Indistriai Minerals Company James W. Gelhaui Cyprus Indistrisi Minerals Company A-M. Welles, Inc. Cyprus Industrial Minerals Company TaJco E Grade Val Chitone Cyprus Indi striai Minerals Company Bailrqr Construction Company, Inc. -8- Confidentiality Agreement General Services Contract Letter of Intent General Services Contract General Services Contract PVuarpcohra)se Contract (Mistren ATaglrceeSmupepnlty and Purchase General Services Contract Charter Party - Anangel Spirit Lease General Services Agreement Exploration Drilling Agreement Consulting Services Agreement Gas Supply Agreement Consulting Services Agreement General Services Contract General Services Contract General Services Contract Talc Purchase Agreement Construction Contract REDACTED DOCUMENT CAMC-Greco-000983 3.132 3333 3334 3335 3381 3385 3415 3427 3428 3429 3440 3441 3443 3461 3483 3507 3585 3591 3592 1 if>*11*iiwHiii' mij% VJ ' ' ^ S X b ka im CVoras Party______ Other Party Cyprus fndutrial Minerals Company IGnuc.y Equipment Erection Company, Cyprus Industrial Minerals Company GInuc.y Equipment Erection Company, Cyprus Industrial Minerals Company Bailey Construction Co., Inc. Cyprus Industrial Minerals Company Wilson Brothers Cyprus Industrial Minerals Company O'Keefe Drilling Company Cyprus Industrial Minerals Company Michael D. Weld Cyprus Indutrial Mmerals Company Geomapping Associates, Ltd. Cyprus Indutrial Minerals Company Johnson Company, Inc. Cyprus Indu(trial Minerals Company Protective Consultants Company Cyprus Induitrial Minerals Company J-M. Simmons Cyprus Industrial Minerals Company Bailey Construction Company Cyprus Industrial Minerals Company C.L. Parsons, Lie. Cyprus Industrial Minerals Company Toledo Scale Green Mou.ttain Talc Corporation Spinning Min House, Inc. Cyprus Industrial Minerals Company Roger W. Miller Cyprus Industrial Minerals Company Sletton Construction Company Cyprus Industrial Minerals Company Okunicwicz Mining Company Cyprus Inckstrial Minerals Company Mackenzie Construction Inc, Green Mou itain Talc Corporation Geotnapping Associates Ltd. Type of Contract Construction Contract Construction Contract P.O. and Construction Contract CP.oOn.traancdt General Services Exploration Drilling Agreement Receipt A Acknowledgment CMbaasttrearcEt ngineering Services Consulting Services Contract Consulting Services Agreement Consulting Services Agreement General Services Contract Construction Contract SRaalielr,oCaodnstruction, Installation Letter of Intent Employment Agreement Construction Contract General Services Contract General Services Contract General Services Contract -9 - y REDACTED DOCUMENT CAMG-Greco-000984 3631 3695 3725 3748 3751 3755 3757 3841 3971 4007 4008 4009 4055 4127 4128 4I29A 4129 Cyprus Industrial Minerals Company Chief Construction, Inc. Green Mountain Talc Corporation Ground Work Construction Cyprus Industrial Minerals Company Kushna & Nagel, Toe. Cyprus Windsor Minerals Corporation A-H. Fulton Cyprus Industrial Minerals Company Y.Y. Kwan Cyprus Industrial Minerals Company Textron, le t Avco Corporation Cyprus Industrial Minerals Company Roy Bowers Excavating Cyprus Industrie Minerals Company TRC Environmental Consultants Cyprus Industrial Minerals Company Exxon Chemical Company Cyprus Industrial Minerals Company James R. Gelhaus Cyprus Industrial Minerals Company Cben-Northem Inc. Cyprus Indistria! Minerats Company A .R Plank Cyprus Indistrial Minerals Company Chemical Waste Management, Inc. CIM - Hearquarters CCoyrppruorsaWtiornalsor Minerals Fire Control Inc. of New England Oxygen & Welding Supply Company Cyprus Indistrial Minerals Company The Cary Company CIM - Heat quarters Cary Company, Inc, The ACM Addition Service Agreemeni Customs Power of Attorney Request, Release & Waiver Consulting Services Agreement ' Confidentiality Agreement General Services Contract Consulting Services Agreement Confidentiality Agreement General Services Contract CMoinsttrearcEt ngineering Services Consulting Services Agreement HAgarnedelmingent for Surplus Chemicals Casual Services Contract Casual Services Contract Notice of Termination PDriostdruibcutstor Agreement - Barytes -1 0 - REDACTED DOCUMENT CAMC-Greco-000985 4130 4132 4136 4166 4241 4242 4243 4244 4245 4246 4247 4248 4249 4252 4253 Vni~u.t P arty giber Party--------- __ Tvnc o fG m .n r. C m - Headquarters C1M - Heat quarters CIM - Heat quarters Cyprus Indistria) Minerals Company .......... GCoyprpruorsaWtioinr isor Minerals A.E. Fleming Company Cordano Chemical Company, Inc. Meyer Plastics, Inc. Hargis Leasing, Inc. Gary W.-Hargb------Rene Metenson PDriostdruibcutstorship Agreement - Talc PDrisotdruibcutstorship Agreement - Talc PDrisotdruibcutstorship Agreement - Talc ------ ARgarileceamr eLnetas--in--g-/-M---a--in- t-e--o-a--n-c--e----Casual Services Contract CGyoprpruosraWtioinr Isor Minerals Mackenzie Construction Inc. Casual Services Contract CCoyrpproursaWtioinnIsor Minerals Ernest Plumb Casual Services Contract CCoyrpproursaWtioinndsor Minerals Slats Scale Company, Inc. Casual Services Contract CCoyrpproursaWtioinn:Jsor Miiterab Ganct Marble A Granite Inc. Casual Services Contract Cyprus Indi striai Minerals Company Newport Electric Cyprus Indi stria) Minerals Company Oxygen A Welding Supply Company Cyprus ndi stria) Minerals Company Queen City Fire Equipment Qrprus Indi striai Minerals Company Frank Dodge A Sons Cans'truelion CCbyprpruosraWtfoinr Jsor Minerals Willow Hill Property Management General Services Contract Casual Services Contract Casual Services Contract Gateral Services Contract Casual Services Contract Cyprus indistria) Minerals Company GHarredenwiMckoRunectayicnlinSganaintadtiSoanlvage Inc. Services Agreement -11- REDACTED DOCUMENT CAMC-Greco-000986 4 2 9 8 -A 4298 4312 4346 4347 4350 4447 4448 4459 4467 4468 4498 4512 4561 4562 4563 Cyprus Industrial Minerals Company ICmhpin.a Guaogxi Metab & Minerals Cyprus Industrial Minerals Company ICmhpin.a Guangxi Metals & Minerals CCoyrppruorsaWtioinndsor Minerals MarrowsId Excavating Inc. CTM- Headquarters Jack Corse, Inc. CIM - Headquarters Hill * Martin Corporation Cyprus Industrial Minerals Company W A Ritz Marketing Cyprus Industrial Minerals Company Gustavo C. Galvo Cyprus Industrial Minerals Company WMiilclhiaigmanI.TGercehgngological University Cyprus Industrial Minerals Company Bureau of Business Practice CCyorppruorsaWtioinolsor Minerals Northeastern Sales Corporation CCoyrppruorsaWtioirnVbor Minerals Allen Electrical Construction Cyprus Indvstrial Minerals Company A.M. Welles, Inc. Cyprus Indastrial Minerak Company DC to Light CCyoprpruosraWtioinm'l-sor Minerals Pratt's Propane, Inc. Cyprus Industrial Minerals Company Mackmzte Construction, Inc. CCyoprpruorsaWtioinnIsor Minerals Cooper Fence Company Attachment to Contract Sales Contract General Services Contract General Services Agreement asui Services Contract Distributorship Agreement General Services Contract General Services Contract Settlement Agreement General Services Cbntract Casual Services Contract Construction Contract General Services Contract Propane Supply Contract MGeinnienrgal Services - Contract General Services -12- REDACTED DOCUMENT CAMC-Greco-000987 4565 4576 4628 4639 -4640.. 4641 4649 4650 465J 4652 4664 4698 4699 4701 CCCyoyprprpruousrsainWtidoiunnsettsroiarl Minerals Minerals Company John J. Sheehan Lake Resources, Inc. Cyprus Industrial Minerals Company CCjotrpproasraItniodnuitrial Minerals PizzagaUI Construction Cmpany Dcbord Maroc S.A. " " " " * -------------------- Cyprus Indmtrial Minerals Company Strno Construction, Inc. Cyprus Windsor Minerals Corporation Woody Doney CCoyrppruorsaWtioinndsor Minerals Neil H, Daniels, Inc. CCoyprpruosraWtioinndsor Minenfe Restcoo Containment, Inc. CCoyprpruosraWtioinndsor Minerals J.A. Russell Corporation CCoyrppruorsaWtioinnisor Minerals Hcmenway Electric Inc. CCyoprpruorsaWtioinndsor Minerals Unifirst Corporation CCoyrppruosraWtioinndsor MtnrB " Wfflw Hill Property Mgemer CCoyrppruorsaWtioinndsor -Minerals VAdTv/NanHced Fire & Safety Tnc. of Casual Services Contract Sales Contract Geaeral Services Contract Distributorship Agreement Distributorship Agreement General Services Contract Bill of Sale * Marble Stone General Services Contract Geaeral Services Contract Geaeral Services Contract Geaeral Services Contract Casual Sendees Contract C asiil Sendee* Cbntnct ,-- General Services Contract -1 3 - REDACTED DOCUMENT CAMC-Greco-000988 ifypNnuurm&bremrtract cypn/s Partv __ 4703 4704 4719 4750 4794 4312 4826 4840 CCoyrpproursatWHiifnidsor Minerals CCoyrppruorsaWtioinndsor Minerals CCoyprpruosraWtioinndsor Minerals eCvyapproursaWtioinnd' so~r M---i-n-e-r-a-l-s-CCoyprpruosraWtioinndor Minerals CCyoprrpuosraWtiionnd.sor Minerals CCoyrppruorsaWtioinndsor Minerals CCoyprpruosraWtioinndsor Minerals 4908 CCoyrppruorsaWtioinndor Minerals 4909 CCoyprpruosraWtioinndsor Minerals 4910 CCoyrppruorsaWtioinndsor Minerals 4911 CCyoprpruorsaWtioinndror Minerals 4953 CCyoprpruorsaWtioinndsor Minerals Other Partv Springfield Plumbing A Heating Ernest Plumb Commercial Scale Company, Inc. Cavendish Partnership John J. Sheehan James R. Bramuer Geoige R Tucker, Inc. Reynolds A Sons, Inc. Honeywell, Inc. Mackenzie Construction Inc. John Pinckney Harry K. Shepard, Jr. Explosives Supply Company General Services Contract General Services Contract General Services Contract Consulting Services Agreement FCraesiugahltServices Contract - Mai & Bill of Sale - File Cabinet General Sendees Contract General Services Contract General Services Contract General Services Contract Casual Services Contract General Services Contract General Services Contract & . m -1 4 - 'k*****4 REDACTED DOCUMENT CAMC-Greco-000989 4983 5214 5275 5310 5396 5441 5506 5524 5576 5611 5613 5616 5616-A Cyprus industrial Minerals Company John F. Ch8ds CLuhpildinseaMndinAersasolsciCatoersporation CIM - Headquarters Newport Electric CCoyrppruorsaWtioinndsor Minerals Hi-Vac Corporation General Services Contract General Services Contract Casual Services Contract CCybptpruosraWtiionrdrs-o--r--M---in--e-r-a--l-s- W.D. Matthews Machinery Company Casual Services Contract CCoyrppruorsaWtioinndsor Minerals Valley Artesian Weil Company, Inc. General Services Contract Cyprus India trial Minerals Company Star Shipping A/S Shipping Contract Cyprus Indu*trial Minerals Company Harwick Chemical Corporation Notice or Termination of Cyprus Industrial Minerals Company Cyprus Indu;trial Minerals Company Cyprus Induttrial Minerals Company Cyprus Indu*trial Minerals Company Birmingham Excavating Compaiy, Inc. Egyptian Geological Survey & Mining Meyer Plastics, Inc. Sl Lawrence Chemical Company Distributorship Agreement General Services Contract Technical Services Agreement Distributorship Agreement Distributorship Agreement Cyprus Indo*trial Minerals Company Cordano Chemical Company, Inc. Cyprus Indu*trial Minerals Company Cordano Chemical Company, Inc. Distributorship Agreement TAegrrmeeimnaetniotn of Distributor -1 5 - REDACTED DOCUMENT CAMC-Greco-000990 hxicviodjn thc Duo ^ r (A n n V t of the Due QUi,:. Cvpius Patty Other Partv t\i*c* vii vulneraci Active Contracts 4004 4631 4702 Cyprus Industrial Minerals Company MFroedntEanaarnTesatlc Company Confidentiality Agreement Cyprus Industrial Minerats Company Gordon Gil ACgorneseumltienngt Services Corporation SpriijfiefcJ PlumbingA Heating--------GeneralSendees Contract-- Inactive Contracts 1195 Cyprus Industrial Minerals Company Tate Chemical Sales Company Sales Agency Agreement 1196 Cyprus Industrial Minerals Company Horton-Eari Company Sales Agency Agreement 2370 2371 4265 - - . 4274 CCoyprpruosraItniodnustrial Minerals CCyoprpruorsaItniodnustrial Minerals City Electric Slettcn Construction Cyprus Industrial Minerals Company Roc^r Mountain Security Sendee Cyprus Industrial.Minerals Company _ Montgomery Elevator Company CGoennestrraulcStieornvices Contract ACGogenrneseetrrmaulceStnieotrn-viScielos General Services Agreement MPuaricnhtaenseanOcredSererfvoirce - 16 - j H M l* / REDACTED DOCUMENT CAM C-Greco-000991 CypNruusmChocnrtract -CVnfiis Party Inactive Contract} 345 CIM - Thompson Weinman 1231 CIM - Thompson Weinman 1465 CIM - Thompson Weinman Other Party - M LU, o , c o n , - Type or Contract UUnniiotend Cement, Lime & Gypsum Vermont Marble Company Labor Contract Lease -hPoeunrsliyo-n---P-l-a--n-----N--o--n-r--e-p--r-e-s-e--n-t-e-d- 1466 CIM - Thompson Weinman hPoeuarsltyon Plan - Nonrepresented 1582 1711 2079 2325 2965-G . 5203-A 5388-A Sierra Talc dz Mexico, S.A. CABhrumesmeabniicodaolRBRuabunibokio ACgorlleaetmereanl tand Reimbursement CIM - Thompsoi Weinman CIM - Thompson Weinman CIM - TbotnjMM Weinman CIM - Thompson Wetnman Kelly, Thomas Purchase and Sale of Red Estate Iotedan Company, Ltd. Sale Agreement - Marble Blocks Sanio O*. Papelera de Leiza, S.A. Confidentiality Agreement CBBoOefmlCeerAnmtSa,okUuerrtnhseeU,aGnstiyoCpnasurbmo,nAatlleised Worker CTeornmtriancattion Agreement - Labor Qrprus Industrial Minerab Cc Forcai Ltd. Termination of Distributor A g reem en t ------------ ----------------- Cyprus Indu: trial Minerab Company Quadra Chemicals, Ltd. TAegrrmeeimnaetniotn o f Distributor 1 17- / REDACTED DOCUMENT CAMC-Greco-000992 * * * Original Computer Lisi ends at number 5621 * * 5869 Cyprus Indu.'trial Minerals Company L.V. Lomas Ltd. 5931 Green Mourtain Talc Corporation State of Vermont 5937 CCyoprpruosraWtioinncsor Minerals Bates & Murray, be. Distributorship Agreement Land Use Permit General Services Contract 5938 ..... CCyoprrpuosrWatiionncsor Minerals.__________ _ DeCresnorHenry, be. Coisulting Services Agreement 5939 CCoyprpruorsaWtioinntsor Minerals Neil H. Darnels Inc. General Services Contract 5941 CCyoprpruosraWtioinncsor Minerals Neil If. Daniels General Services Contract 5951 CCyoprpruorsaWtioinncsor Minerals Green Mountain Explosives Company General Services Contract 5957 CCoyrppruorsaWtioinnesor Minerals Al Melangen Company, b e. General Services Contract 5958 Cyprus Industrial Minerah Company Cosmetic Specialties, Inc. Second Amendment To Representative Agreement 5959 Cyprus Industrial Minerals Company Forcel Lida. Termination of Distributorship Agreement 5960 Cyprus Industrial Minerals Company Quadra Chemicals, Ltd. Termination of Distributorship --, - - "' ' * * "- ------ --- Agreement............................ -X 8 - REDACTED DOCUMENT CAMC-Greco-000993 5708 5709 5710 5711 57t2 5874 5876 5877 5917 5918 5932 5933 CfM - Headquarters CIM - Headquarters - C3M-=.Headquarters CIM - Headquarters CIM - Headquarters CCoyrppruosraWtioinndsx Minerals CCyoprpruosraWtioinndsx Minerals , CCyoprpruosraWtioinndsx Minerals CCyoprpruosraWtioinndsor Minerals CCyoprpruosraWtioinndsor Minerals CCoyprpruosraItniodnist.iai Minerals' CCyoprpruosraItniodnustrial Minerals Original Computer List ends at number 5621 * * * The Montana Power Company's Gas Natural Gas Service Agreement The Montana Power Company's Gas Ut,t"y ------JuJu^itrt^y^OCTfiwcL^Qompany's Gas TUhtielitMy ontana Power Company's Gas Canadtan-Montana Pipe Line Company Wilkiw Hill Property Management Firn Gas Transmission Service Agreement InterruotiMe Gas Service AHgmreeGmaesnSt torage Service Interruptible Service Agreement Caaiat Services Contract Hemenway Electric Inc. General Services Contract H.M.J. Corporation General Services Contract WD Matthews Machinery General Services Contract Hi-Vac Corporation General Services Contract 'C y s a t a A ir ------------------------ ~ Distributorship Agreement--------- CInhdiumsitcriiaS.LRo.mI.barda Propctti Distributorship Agreement -1 9 - J REDACTED DOCUMENT CAMC-Greco-000994 5934 5935 5936 5940 5942 5943 5944 5945 5946 5947 5948 5949 5950 ypms Industrial Minerals Company Tele Dynamics Div. of Lewis Burglary & Rrc Protec. Cyprus Industiial Minerals Company Arcadia Chemical Industries, Inc. Cyprus Industrial Mineras Company Exxon Chcnucab Americas EExxxxoonn CCohrepmoircaatlioCnompany Maintenance Agreement Contract Packaging Contract Talc Sales Agreement S S S *? * ______ ^ a T"* CCoyrppruorsaItniodnustiial Minerab Kasa A.G. CCoyrppruosraItniodaustrial Minerab Jehananoff Staples A Sptys. Ltd. CCoyrpproursaItniodnustrial Minerab Chemag S.A (PTY) Ltd. CCoyrppruorsaItniodnustrial Minerrib A D im CCoyrppruorsaItniodnustiial Minerab ADITIL CCoyrppruorsaItniodnustiial Mineiris Aziendn Chimica Milanese S.P.A CCyoprpruorsaItniodnustiial Minerab Enicfaera Benelux, N.V. CCyoprpruosraWtioinndsor Minerals Green Mountain Railroad CCoyrppruorsaWtioinndsor Minerals OUt.tSa.uDqAueSchoeileCNoantsuerravlaRtioensource General Services Contract Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Distributorship Agreement Bai of sab ~; ~ Liability of Waiver -20- i REDACTED DOCUMENT CAMC-Greco-000995 CypNruusmCboenr tra ct. CVnnii. Party O ther Party 5952 CCoyrpproursaW(ioinnds rr Minerals Gcomapping Associates, Lid. 5954 CCoyrppruorsaI(nkdmus! lal Minerals Sociquim Lda. 5955 CCbyprpruosraItniod*us!rial Minerals Sociquim Ldi. * CCyoprrpuosraWtiionnd-s--a-r--M---in--e-r-a--ls---- Rail Systems, Inc. * CCyoprpruorsaItniodnustrial Minerals DGCerleoaemwnpaMarneoyAu, nIHntacui.ndsRoaoilRroaaildwCayorporation Norfolk Southern Railway Company CCyoprpruosraWtioinidsor Minerals DGrAeeHt MCoourpnotariantioRnailroad Corporation Norfolk Southern Railway Company CCOyptrpuosraWlioinadsor Minerals VCeernmtroanl Vt Reramilwonaty,RIaniclw. ay, Inc. * IGCGllarirnanenoaedindsiTaMCnreoanNcutkanrattWialoiRnneasaRtlielRwarinaalriyloRwaaadlywCaoyrporation Cypnis Industrial Minerals Company .JDGperpleanewptaaMrneyaA,uIiHntacui.nd...sR.o..na..i.lR.roaaildwCayorporation Norfolk Souihem Railway Company Type of Contract Consulting Services Agreement Distributorship Agreement Distributorship Agreement Rail Contract Rail Contract (Oncmnati, OH) Rail Contract Rail Contract Rad Contract (Tuscaloosa, AL) 1 --- - - - * * ........................... No computer-generated contract number - 21- 'W'-' REDACTED DOCUMENT CAMC-Greco-000996 WumhermssmsmssCmvnrt Part *$*5?Wt Other Party -Jwte of Contract Cyprus industrial Minerals Cbmpany GCCGCraerannoenatmerddnapialTaMnnVruyoNecurkanmttWioaoninnetasRtlReRaraniiallrwilRowaaayadi,ylrIsConoacrd.poration SoCuotmheprannyPacific Transportation StC. oLmopuaisnSyouthwestern Railway Rail Contract (Miller, TX) Cyprus Industrial Minerals Cbmpany GCGCCareranonenametddinrpiTaiManVrnuoyeNcurkanmttWiaooinnnetasRtRleRaraniiallrwilRowaaayadi,ylrsIConoacrd.poration Rail Contract (Phillipsburg, KS) KBCuyrolelminRpgaationlrnyoNadorCthoemrpnaRnyailroad Cbmpany CCyoprpruosraWtioinndsor Minerals CCoenrptroarlaVtioenrmont Public Service Interruptible Service Agreement CCoyprpruorsaItniodnustrial Minerals CCoenrptroarlaVtioenrmont Public Service Interruptible Service Agreement CCyoprpruorsaWtioinndsor Minerals George Tocher Bi of Sale CyptpruorsaWitoinndsor Minerali Air Quality Technical Service Consulting Services Agreement CCyoprpruorsaWtioinndior Minerals STC Technologies Consulting Services Agreement No computer-generated contract number -22- REDACTED DOCUMENT CAMC-Greco-000997 ----- ^ m b c r ___ ______ CVnniri P .iriv _______ o th e r P a rly _______ Type of Contract Cyprus Iadvstral Minerali Company DVeilplaagretmoefnMt orrisville Water A Light Power Contract * * Cyprus Industriai Minerab Company A T A T Green Mountain Tale Corporation Vermont Copier Cyprus Windsor Minerali Corporation (Vermont) WCeomrkeenrts,,LDimiveis,iGonyposfutmhe, aBnrdotAhlelriehdood Equipment Agreement Maintenance Agreement Colective Bargaining Agreement aonfdB(otitleLrmocaakleLrsodIngete-NrnbartiBon4a4l9, AFL-CIO (CTyhprreues FInodruks}trial Minerals Company UWUnnoiirotkenderaCsn,ldDayLi,voLisciiaomlneU,onGfiotyhnpesNuBmoo.,ilDaern-m2d3aA9kleliresd Colective Bargaining Agreement (CGyrparnuds IInsldaunsdt)rial Minerals Company UGnenioenraNl oD.r5iv5e4rs and Helpers Local Colective Barganing Agreement No computer-generated contract number -2 3 i REDACTED DOCUMENT CAMC-Greco-000998 _C_y pNr uusmCbeorn t r a c t CVpns Party 761 Cyprus Mines CorporaIion Other Party A.M. Welles, Inc. Cyprus Industrial Minerals Company International Raw Materials Ltd. Cyprus Industrial Minerals Company Montana Rail Link; Inc. Cyprus Mincu Corporation Unioo Pacific Railroad Company Cyprus Industrial Minerals Company ACF Industries, Incorporated * Cyprus Mines Corporation GCoernpeorraaltEiolnectric Railcar Services Cyprus Minet Corporation Itel RaO Corporation 1022 Cyprus Miner Corporation 843 Cyprus MJnei Corporation ltd Railcar Corporation Montana Talc Company Charles Mathieu & Co. 3220P Cyprus Miner Corporation 2471 Cyprus Minerals Co. JPorhodnusocnts,AInJco.hnsoa Consumer Storage Technology Carp. 724 Cyprus Miaet Corporation nshin Industrial Co., Ltd. * Ho comp'ite r -g e n e r a te d c o n tr a c t number -2 4 - _ Type of Contract CMoansttrearcGt eneral Services ATegnrenelnmaelnlint g and Storage Track Lease Industry Contract Agreement AMgarseteemr Renatilcar Leising Master Lease Agreement Grant of Easement Talc Import Agreement Stock Purchase Agreement Aficggriefepmmeenitt Maintenance Aregprrceesemnteailtsiofnor exclusive . REDACTED DOCUMENT CAMC-Greco-000999 25 REDACTED DOCUMENT SCHEDULE 5.13 CAMC-Greco-001000 REDACTED DOCUMENT 5-13SCHEDULE - FvrFPTfn^fo. 1) r Z Z ' z i e Z ? & s s b; , t it m i 2) the Internal Revenufl^Seritee.^***TM1`ncom8 tax raturns are currently being audited by 3) he state IX e ^ o n /m im fo n ^ v e *he' ofor<i 4) w.HIn turn end the state statutes ofbmitarton hr *rpnt0b'e"en9/1S/9--2- T*h*is 5) The Montana net proceeds tax deficiency haa not been paid. 6) been examined by When/or rf the states that hay. not audited their remTM maV do" T determi"ed 7> aTuhtehofroirtieeisg.n income tax return hauea *o*t fuae6n aud,ted by the applicable foreign \<^ t0 t <^ T ** S t t r fcn it_ 'J i e S w .se P fo CAMC-Greco-001001 REDACTED DOCUMENT ^ - ;> Fo , - 0 . _ 7 ^ ,, i n i To y ^ \jJ <avMo(Uvf(v rj?, UwM M , O ' *bn^ Tv%e.r.tTtyl W V j r e t o r t uA j c b ^ - --^ - T ,t ^ P m k u - ^ U n i t j ^ r t u ^ tUc r e * c ^ 0-i i O t s rtveov , 1 W ,W v , ^ . W ^ . vrN ^ t ^ k ` - . i r r , ^A^y V U ^ ^ A r ^ k c A <*- r ibVtrvv <^ f a f * r ^ X - . j e, et OL.'Xt <i- ,,.- ' i "j^C*C Eg ' CAMC-Greco-001002 REDACTED DOCUMENT 26 CAMC-Greco-001003 m REDACTED DOCUMENT SCHEDULE 5 .1 4 1 CAMC-Greco-001004 REDACTED DOCUMENT SCHEDULE R1A 'A. M ISC ELL A N E O U S P L A N S . P R O G R A M S , O B L IG A T IO N S A N D A G R E E M E N T S ^ Stock Option Program 12. Com pany C ar Policy 13, Tuition R eim bursem ent Program Bonus Program 15. D eferred C om pensation A rran g em en t fo r L M urino ffi. Safe (y A w ard Program fo r Windsor M inerals Com pany |7 . Employment C on tract fo r F. Beyl [8 . Sales Service Agreem ent fo r J. Cook Spedai Arrangement for Mccune |tfl. Pension Supplem ent fo r C ertain Union R etirees l i t . Performance Bonus Plan fo r Hourfy Employees o f M ontana M ines |1 Z Three Forks Labor Agreem ent 113. Windsor Labor A greem ent 114. Grand Island Labor A greem ent 1through 14, bui as ma/ arise obligations *' * " I t " f Company Policies. Procedures or other WELFARE B EN EFIT PLA N S Severance Policy Health Care Plan fo r Salaried Employees and R etirees Dental Plan fo r Salaried Employees life Insurance Plan fo r Salaried Employees and Retirees Disability Income Plan fo r Salaried Employees Vacation Plan fo r Salaried Employees S S Care PIa" / ^ N afR ap resen ted Hourly Employees and Retirees .1 7 , P,an fo rN o n -R e p re s e n te d H ourly Em ployees and R etirees h w e Insurance Plan fo r Non-Represented Employees and Retirees Disability Incom e Plan fo r Non-Represented Employees Vacation Plan fo r N on-Represented Hourly Employees s iis. t a w i f " c l3" !? "" 8" n,8`l H8" ' lt Bnpl" v = and Betimes . .ntal Care pian Windsor Represented Houriy Employees t a T " S 3" , TM " ? " R e|,r8sen l8i "f Employees ood Betim es sability Plan W indsor R epresented H ouriy Employees ` her Programs not specifically referenced in items 1 thm nnh 17 Bhu. i, * Tbtoo Ports, Cmod Isiaod s t * d s c t . a t ss I s u i , ^ . - CAMC-Greco-001005 REDACTED DOCUMENT q ualified b e n e f it p u n s Retirement Plan fo r Salaried Employees of Cyprus Minerals Company. Participants are salaried employees. Cyprus Industrial Minerals Company Division Pension Plan fo r Three Forks Plant Umiriu nm,, t ,, .. represented hourly employees. ^ Employees. Participants are Cyprus Industrial Minerals Company Division Pension Plan fo r Yellowstone Mine Hourly Employees Partirinant non-represented hourly employees and certain deferred vested individuals. 7 PY Participants are Retirement Plan fo r Hourly Employees o f Windsor Minerals, Inc. Participants are represented hourly employees. Grand Island, Nebraska Multi-Employer Pension Plan fo r memhp n f r<mD i n affiliated w ith .he Idtatnatidnal Brotherhood o f Teamsters, AFL-CIO. Participants ,,, , Cypnts Minerals Campaay Savings Plaa. Pe,ticip.nta ,, 01KepteMnled ^ Cyprus Minerals Company Employee Stock Ownership Plan. Particmants employees. ' H are non-represented hourly and salaried FOREIGN B E N E F IT P U N S . P R O G R A M S . A N D A R R A N G E M E N T S cium Group Pension and Life Insurance Policy Group Health Care Insurance Policy Group Invalidity Insurance Employment Agreements Vacation Allowance Company Car Stock Option Plan Luncheon Vouchers f a M e e tTM Bargaining Agreements o f C olledTM Bnrgnining Committee N * 2 0 7 end Ms t i n Wo k Rngnlatinn, dated Fehruaty 11, 1981 |b,mg L J ) "6 It. Sick Pay 2. Severance i ance Bnployment Agreements Company Car Belgian Pension Plan Belgian Group Invalidity Insurance ension which supplements Social Security through ARRCO ne|gtan Life Insurance and AGfRC (national funds} Medical Insurance Vacation Allowance Sick Pay Severance CAMC-Greco-001006 REDACTED DOCUMENT .1 f "" 0 ' " BENE0T m M S - TM 0GA" S- A*TM AABAUGEMENTS (Cctinurt) i j Employment Agreements |2, Company Car [& pension p,an w ith disability benefit and death benefit Medical Benefits through Krankenkassen | |, Vacation Allowance i Sick Pay f i Severance tfMted Kingdom j Employment Agreements I Company Car r Pension Plan w ith Death Benefit Long Term Disability ; Medical Benefit L Vacation Allowance I Sick Pay I Severance as may arise under the above CAMC-Greco-001007 REDACTED DOCUMENT r iMC GHENT SCHEDULF S . u Group Insurance A greem ent betw een Cyprus Industrial Minerale r and Royale Beige IM.V., dated Septem ber 7 i q q n C o r p o r a t i o n 1 9 9 0 , as am end ed {Pension and Life In su ran c e)9 ' 6 33 f Apnl 1' 2. Group Insurance Agreement between Cyprus Industrial Mino! n . and Royale Beige N .V ., dated SeptembI? 8 1988 Corporation 1 9 9 0 , as amended (Health Care Expenses ,n ^ ra n e e ) " f JUne 3. ^n^Royal^Be^e Insurance) dat^J^AugustP1US1 ^ 'ner!s f'orporat,*on 91 1 9 7 2 ' as amended (Invalidity iG 1 $ CAMC-Greco-001008 REDACTED DOCUMENT SCHEDULE B-14MjlgTRON MINERALIEN GMBH i pension Plan for all em ployees of th e com pany as o f M a rc h 1, 1 9 9 1 , under an I insurance policy w ith V icto ria Versicherung, A G , d a te d J a n u a ry 1, 1 9 9 1 .' [feoGCU,tornei 6 CAMC-Greco-001009 REDACTED DOCUMENT 27 CAMC-Greco-001010 REDACTED DOCUMENT-^* P.2/10 . SCHEDULE 5.1 S CAMC-Greco-001011 REDACTED DOCUMENT^ g e s P.3/10 PsrtV___________ Arprus Minea Corporation Cyprus Mine# Corporation 'Cyprus Mines Corporation ^Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation [Cyprus Mines Corporation e true Mines Corporation irus Minarais Company ras Minea Corporation ,_irirut Mines Corporation :Cyprus Minea Corporation irus Mines Corporation rus Mines Corporation irus Mines Corporation mis Mines Corporation irus Mines Corporation is Mines Corporation irus Mines Corporation is Mines Corporation is Minee Corporation is Minea Corporation is Mines Corporation is Mines Corporation i Mines Corporation :Mines Corporation Mines Corporation Mines Corporation Mines Corporation Mines Corporation Mines Corporation Mines Corporation Mines Corporation i. - Minea Corporation ypnis Mines Corporation Minas Corporation 11Mines Corporation Mines Corporation Mines Corporation C MCorporation E H * } " Corporation I t TM ^ nea Corporation P80527 mDraft 6/ 4 "^known SCHEDULE 5 .15 TRADEMARKS Trademark AC CLAY ADSORSOL ALTALC ASPEN ATOMITE BARIMITE CYPRUFiL CYPRUCAST CIMFLX DRtKAUTE DURAMITE FURNACE CREEK KOTAMITE MISTROBRiTE MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON - MISTRON MISTRON MISTRON MISTRON CASCADE MISTRON CYPRUSBOND MISTRON CYPRUSPERSE MISTRON FROST MISTRON SPRAY MISTRON SUPER FROST MISTRON SUPER VAPOR Countrv/Numher Date Granted U .S .A .-N o . 767,316 U,S,A. No. 437,025 U S A ,U.S.A. - No. 1 ,2 7 1 ,4 0 7 -N o . 1,276,609 U.S.A. - No. 416 ,46 9 U.S.A. - No. 1,244,925 USA.U.S.A. - No. 1 ,2 7 6 ,8 0 7 - No. 1,205,102 U.S.A. -N o . 7 4/144,440 0 3 /3 1 /6 4 0 5 /0 9 /4 7 0 3 /2 7 /8 4 0 5 /0 8 /8 4 0 9 /1 8 /8 5 0 7 /1 2 /8 3 0 5 /0 8 /8 4 0 8 /1 7 /8 3 USA,U.S.A. - No. 1,244,041 - No, 1,240,713 0 7 /0 5 /8 3 08/03/83 U S A .U.S.A. - No. 1 ,2 7 6 ,6 0 5 -N o . 1,003,629 0 5 /0 8 /8 4 0 4 /2 3 /8 6 U.S.A. - No. 8B 6,957 0 3 /0 3 /7 0 United Kingdom No. 8 6 8 ,4 1 8 0 8 /2 4 /6 4 Greece - No, 3 2 ,0 9 0 0 8 /1 3 /6 4 France - No. 8 3 ,2 6 7 0 8 /1 2 /8 4 Finland - No. 4 6 ,3 4 0 0 3 /0 6 /6 6 Canada - No, 1 38 ,28 0 02/19/65 Benelux - No. 7 1 ,9 2 3 10/28/71 Belgium -No. 102,577 0 8 /1 2 /6 4 Denmark - No. 3 8 7 3 /6 4 11/18/64 Japan - No. 5 5 2 ,0 0 2 0 6 /0 7 /6 0 Mexico - No. 1 7 0 ,0 0 2 (abandoned) 11 n 1 /6 4 Netherlands No. 153,884 0 8 /0 3 /6 4 U.S.A. - No. 534 ,07 3 1 1 /2 8 /5 0 Australia - No. A -1 8 9 ,1 6 6 0 7 /2 9 /6 4 Australia No, 5 3 ,2 0 6 0 7 /2 7 /6 4 West Germany - No. 8 19 ,56 5 0 5 /1 6 /6 6 South Korea - No. 2 0 9 8 0 01/13/71 Spain * No. 4 5 2 ,7 8 4 Sweden - No. 1 9 9 ,4 0 4 0 7 /2 9 /6 4 Switzerland - No. 205,871 Italy - No. 8 3 ,2 5 7 Norway - No. 66,025 U.S.A. - No. 74,080.117 11/03/84 0 8 /1 2 /6 4 0 5 /1 5 /*6 5 U.S.A. - No. 1,271,408 USA. - No. 1,271,405 USA. - No. 1,272,268 U S A .-N o . 1,330,332 0 3 /2 7 /6 4 0 3 /2 7 /8 4 0 3 /0 3 /6 4 * U S A .U .S .A .-N o . 1 ,2 7 1 ,4 0 3 -N o . 1,331,497 0 3 /2 7 /8 4 CAMC-Greco-001012 REDACTED DOCUMENT5435988 P .4/10 ?Cypru* Mines Corporation Cypruj Minos Corporation I Cyprus Minas Corporation f Cyprus Mines Corporation I Cyprus Mines Corporation ^Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation [Cyprus Mines Corporation [Cyprus Mines Corporation [Cyprus Minas Corporation pros Mines Corporation prus Minas Corporation arus Mines Corporation prua Minas Corporation prua Mines Corporation prus Mines Corporation prus Minas Corporation prus Minas Corporation prus Mines Corporation Trademark MISTRON ULTRAMIX M ISTRON VAPOR MISTRON ZETA PLUS MONOBLEND SIERRALITE SIERRA W HITE SILVERBOW . SNOW FLAKE WHITE STEAW HITE SUPERCOAT S U P E R M ITE SUPRA SUPRAFINO UNITED SIERRA PYROPAQUE SIERRA SUPREME YELLOWSTONE TALC M ISTRON SPRAY ULTRAM ITE M IS T R O C A R B STELLAR Countrv/Numbar U .S .A .-N o . 1 .2 7 2 ,2 8 7 Japan - No. 1 ,2 4 8 ,3 0 0 Registration pending U .S .A . - N o. 1 ,2 7 1 ,4 0 8 U .S .A . - N o. 1 ,2 7 1 ,4 0 1 U .S.A . - No. 1 ,2 7 9 ,3 7 1 U .S .A . -N o . 1 ,2 7 1 ,3 9 9 U .S.A . - No. 1 ,2 4 8 ,7 1 4 U .S .A . - N o. 1 ,2 7 1 ,4 0 0 U .S.A . - N o. 1 ,2 4 4 ,0 4 0 U .S .A . No. 1 ,0 6 3 ,0 7 8 U .S .A . * No, 1 ,2 7 0 ,4 6 0 U .S .A , - N o. 1 ,2 7 5 ,6 6 3 U .S.A . No. 1 2 ,4 9 8 U .S .A . - N o, 8 0 7 ,4 2 9 U .S.A . - No. 1 0 7 ,9 1 2 * U .S .A . No. 5 8 9 ,9 2 8 U .S.A . - N o. 1 ,3 3 0 ,3 2 2 S/N 3 8 0 ,7 7 9 (expired) U .S .A . - N o. 1 ,6 3 0 ,5 3 1 Data Grants 03/03/84 0 3 /2 7 /0 4 0 3 /2 7 /8 4 0 5 /2 9 /8 4 0 3 /2 7 /8 4 0 8 /0 2 /8 3 0 3 /2 7 /8 4 0 7 /0 5 /*8 3 0 3 /2 0 /8 4 0 5 /0 1 /8 4 0 8 /2 2 /6 6 0 4 /2 6 /6 6 0 3 /2 9 /8 3 0 6 /1 8 /5 4 0 4 /1 8 /8 5 0 8 /1 9 /8 2 01/0 8/91 P80B27 6/4/92 ^known CAMC-Greco-001013 REDACTED DOCUMENT niMTA, S.A . SCHEDULE 5. IF Trademark 1 .1 8 5 .0 9 8 /1 "TALCOLIVA", applied for on 13th March 1987 and granted on 20th September 1989 for Class 3rd: Talc Products. granted I u`'cuMEnmai6 CAMC-Greco-001014 O OeCOOODn Cyprus Partw P a te n t SCHEDULE 5 .1 5 PATENTS C om tTv/N um ber Cyprus bidusM al M henris Cwnpany A n Am ino A d d C oslod M ineral Pow der u .S J V .. 0 7 /8 2 4 .5 8 0 Composhlon and a M ethod fo r M aking th e same Cyprus Industrial M inerals Company Centrifugal Particle C lasslfcr Having Uniform In flu x D istributor U>SA _ * Cypnis Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f Australia - Particular M aterials No. 2 3 1 6 8 /8 8 Cyprus Industrial M inerals Company M ethod and A pparatus fo r Friction Sorting o f Particular M aterials BrazB - N o . PI 8 8 0 7 7 0 7 Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f Canada - N o . 5 9 9 ,9 1 6 and Particular M atenals 577 ,32 1 Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f Particular M aterials Cyprus Industrial M inerals M ethod and Apparatus fo r Friction Sorting o f Particular M aterials China - N o. 8 9 1 0 4 4 0 4 3 and 88107159 Egypt - No. 2 4 3 /8 9 Cyprus Industrial M inerals Company M ethod and Apparatus foe Friction Sorting of Particular M aterials Europe - N o. 8 8 9 0 7 5 3 5 .4 Cyprus Industrial M inerals Company M ethod and A pparatus fo r Friction Sorting o f Finland - * Particular M aterials Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f Particular M aterials msfwt France - N o. 8 9 1 1 0 2 7 * P a te n t number unknown D ra ft 6 /4 /9 2 PATE GRANTED 0 5 /2 3 /9 1 0 5 /1 7 /8 9 0 9 /1 4 /8 9 0 5 /1 6 /8 9 0 5 /1 7 /8 9 REDACTED DOCUMENT REDACTED DOCUMENT O C y p ^ P a r ty ____________________ ________________ Patent________________ CD -- Country/Number OOOO Cypm a Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting of India - N os. 8 2 l/C a (/8 8 oO> Particular M aterials 3 8 2 /C a l/8 9 383/C a!/89 Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f Italy - N o . * Particular M aterials Pate G ra n te d 1 0 /0 4 /8 8 Cyprus Industrial M inerals Company M ethod and Apparatus to r Friction Sorting of Japan - N o . 5 0 7 1 2 /8 8 Particular M aterials Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting of N orw ay - N o. 1 8 5 /1 8 2 Particular M aterials 0 8 /1 8 /8 8 0 1 /0 6 /8 9 Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f South Korea - N o. 8 8 -7 0 0 8 7 2 Particular M aterials 0 5 /1 7 /8 9 Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f Spain - N o. 2 0 0 9 0 3 9 Particular M aterials Cyprus Industrial M inerals Company M ethod and A pparatus fo r Friction Sorting o f Turkey - N o . 4 5 5 2 7 /8 8 Particular M aterials Cyprus Industrial M inerals Company M ethod and A pparatus fo r Friction Sorting o f U .S .A . - N o. 5 ,0 6 9 ,3 4 6 Particular M aterials 0 6 /2 7 /8 9 1 0 /1 9 /8 9 Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting of W O - N o. 8 ,9 0 2 ,3 2 8 Particular M aterials Cyprus Industrial M inerals Company M ethod and Apparatus fo r Friction Sorting o f EP - N o . 3 3 5 .9 2 2 Particular M aterials Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping In P aperm aking Brazil - N o. PI 8 9 0 4 5 4 5 MSN * P a te n t number unknown D ra ft 6 /4 /9 2 i Cyprus Party Patent Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in P aperm aking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in Paperm aking Cyprus Industrial M inerals Com pany M ethod o f Reducing Pitch and Pulping in P aperm aking Paperm akingCyprus Industrial Minerals Company M ethod o f Reducing Pitch and Pulping in Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping In P aperm aking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in P aperm aking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in P aperm aking PapermakingCyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping hi Cyprus Industrial M inerals Com pany M ethod o f Reducing p itch and Pulping in P aperm aking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in Paperm aking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in Paperm aking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in Paperm aking PASp-rt Draft 6/4/92 REDACTED DOCUMENT Cow itry/Num bar Denmark - No* 4412789 Greece - N o. 8 9 0 1 0 0 0 0 6 Argentina - N o. 3 1 2 9 3 5 Australia - N o. 2 9 3 7 3 /8 9 Chile - N o. 0 0 9 /8 9 Europe - N o. 8 9 9 0 1 7 7 0 .1 -2 3 0 4 Finland - N o . 8 9 4 1 4 7 Ita ly -N o . 8 8 /02814 Japan - No. 5 0 1 6 4 5 /8 9 Mexico - N o. 1 4 4 5 9 N ew Zealand - No. 2 7 7 ,5 2 6 Norway - No. 8 9 3 5 7 8 Data Granted 0 1 /0 6 /8 9 3 Cyprus Party Patent Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping In Paper-making Cyprus Industrial M inerals Company Method o f Reducing Pitch and Pulping In Paperm aklng Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in Papenmaldng Cyprus Industrial M inerals Com pany M ethod o f Reducing Pitch and Pulping In P aperm aklng Cyprus Industrial M inerals Com pany M ethod o f Reducing Pitch and Pulping in Papenmaking Cyprus Industrial M inerals Company M ethod o f Reducing Pitch and Pulping in P aperm aking Cyprus Industrial M inerals Company Rubber Com position Comprising Phyllisilicatc Salines Cyprus Industrial M inerals Company Separation M ethod fo r D ifferent M aterials Using Turntable Cyprus Industrial M inerals Company Separation M ethod fo r D ifferen t M aterials Using Turntable Cyprus Industrial M inerals Com pany Separation M ethod fo r D ifferent M aterials Using Turntable Cyprus industrial M inerals Company Separation M ethod fo r D ifferent M aterials Using Turntable Cyprus Industrial M inerals Company Separation M ethod fo r D ifferent M aterials Using Turntable FA_t Draft 6/A/92 REDACTED DOCUMENT --------Country/Ntim ber Portugal - N o. 8 9 3 9 7 South Africa - No. 8 9 0 0 3 8 Spain - N o . 2 0 1 0 0 7 2 U .S .A . - No. 4 ,9 6 4 ,9 5 5 W O - No. 8 ,9 0 6 ,2 9 4 E P -N o . 3 7 4 ,1 9 6 U .S .A . - N o . 4 .4 3 t,7 5 5 U .S .A . - * E S -N o . 2 ,0 1 1 7 4 0 B ft-N o . 8 ,9 0 4 ,1 7 3 FR - N o. 2 ,6 3 5 ,4 7 5 A U - No. 8 ,9 3 4 ,8 3 7 D ata Granted \ -f Cvpojs Party Patent Cyprus Industrial M lnarals Company Separation M ethod fo r D ifferent M aterials Using Turntable Cyprus industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus Industrial M inerals Company Sm all Particle Separator Cyprus M ines Corporation Beneficlation o f N ew York S tate Tate Cyprus M ines Corporation Beneficiated T alc as Filler Cyprus M ines Corporation Rem oving Trem ofite Cyprus M ines Corporation Rendering M ontana T alc Suitable fo r use as fillers mspit Draft 6/4/92 Country/Number CN - No* 1 .0 4 0 ,3 3 5 U .S .A . - No. 0 7 /5 8 8 ,2 0 2 Egypt * No. * Brazil - N o. * Brazil - N o. * Europe - N o. * India - N o. * South Korea - No. * Norway - No. * Finland - N o. * Australia - No. * China - N o. * U .S .A . - N o. 3 ,8 3 7 ,5 8 2 U .S .A . - N o. 4 ,8 1 4 ,0 1 9 U .S .A . - N o. 3 ,9 6 5 ,2 4 1 U .S .A . - No. 4 ,9 3 1 ,4 9 3 Date Granted REDACTED DOCUMENT REDACTED DOCUMENT 28 CAMC-Greco-001020 REDACTED DOCUMENT SCHEDULE 5.16 1 CAMC-Greco-001021 REDACTED DOCUMENT Schedule Fi.lfi niMC GHENT The Ghent branch o f C IM C does not have a w/ator . the Belgian Law o f M arch 26, 1971 and the D e c r e e d ? ^ h r S * ' Uired Under February 6, 1991. ecree of the Flemish Executive of CUMENnsis CAMC-Greco-001022 . 303 6435161 SCHEDULE 5.16 EN V IR O N M E N TA L IN F O R M AT IO N P .2 / 1 2 BSBSi s r W S K S T - W SSSThe pouibillty that one electrical transformer potentially containina PCB impoundments a n d ^ a t S ^ and WfltBr , nd > o t,'ino p o n d s < - -- .n S^SSSSSSS application scheduled for Fall/Winter, 1892. revi8ion8' P B renewL Wot Windsor. Vermont tailings spill Into Mill Brook on 12/11/90 and 6/22/81. Arsonsu. Mina, V.rm on. - Topsoil silted Soapstone Brook approximately May 9, *pi"ln,Umol,,e Rlvw" winasor at 10.8 times the action level and Columbia at 13 times. TALCSAL113 CAMC-Greco-001023 REDACTED DOCUMENT- a m 6435181 SCHEDULE 5.1 G "s rn br. in9z* *r s. nd ,, ind06n" s R E T T - T > m ' Possible State and EPA revisions to applicable minlno and s s s K 'r ? ? " future end msy need eddTMJ n 8 " * f' * " COUkl pot,ntial MsterlsIAvaate stores In Johnny Gulch et the Yallowetone Mine. jn accordance with the then applicable laws and nm * wne/* ^ Companies, done dl.po.el elte. m .y rer,u........ ... , otlon ,, Companies' use of waste oil heaters. NPDES permit and water discharge quality at the Alolne Oanmie +.1 . plant, and zinc levels during times w h e n c e c n m n ^ L Geor0ia * a,c Preparation the plant. 2mc comPunda are used as reagents In Material Safety Data Sheets snd Sara Title H notification reports. - " * ~ n 3 /.3 /I . includins applications I. 4 ^ 2 ^ " National Pollutant Discharge Elimination Svsiem iwpnpe 9 ' ^ ^ - a p e c i f l c January 2 7 , 1988. Environmental Assessment of Vermont Tale Description: Memo to Key Phillips from D. L. Damrau. ' Document Indicates; ,rHU* oiPlfn8ft?Jiim a,r e-Permit ,D 0-004 File Code M15-000 (Trey Qua, QA/QC a. r i : r r s s t TM 3 - < * . unknown Johnson Preparation Plant: No permits, supposedly srendfsthsred.- General: Status of PCB-s not able to be confirmed. TALCSAL.m CAMC-Greco-001024 REDACTED DOCUMENT 303 &435101 P .4/12 SCHEDULE 5.18 Troy Act 250 permit requirements. Limited apace available for future tailings at Johnson. Indirect Discharge Permit 9-0004 (Troy) expires 9-1.02. Due Daioenc' on Ve,momT,lc; flnal u* D"lBsnce Checwi nmmfiM d eBa d V ^ T I r tw s8 "Ce Wrt<ten by R J ' B u8ttner' K'L * * . E.H. Document Indicates: Chester Mill: Overall dust and nolaa problems including impact on neighbors. Johnson Mill: - Overall dust and noise problems including impact on neighbors. ' ?e8,'9ned Percolate water into ground, need berms on dtsctarge^o river! " * ^ S8mplifl required t0 dermine tailing Hamm Mine: Concerns about lack of berms, drainage control, Chester Facility: " " aif5 flquiPmnt! Excessive airborne dust because collection system on aecondary crusher building was disconnected. - Packing Area: Dusty ' r .u % ? d Ps = ^ i 1 nT p r r r 8e e uire'rin ts forwa5,e0|1' ' * " bottom,! T,llinS P nd" di"eh" 8' dir,ct|v into flood plain through pond u l K t nA?Mrtol toTMia.W i" r' qUir8 m,nln t0 a'">ld ` Inolite and control Chester Mill: Stockpile contains actinolite. actinoiite. St Ckpii estimated t0 contain 10% chlorite schist which contains * Hamm: Requires improved indirect discharge. tALCSAL113 CAMC-Greco-001025 REDACTED DOCUMENT-. 303 essisi P .5^12 SCHEDULE 5.16 Hamm Mins: April 7, 1988 discharge murky and needed to be fixed. April 5, 1988. Johnson Plant Water Quality Sampling 3/30/88. Description: Memo J. Purdy to L. Meade. Document Indicates: Johnson Tall Ponds; Possible Sespese/hydrologle connection to Lamoille River Johnson: * Smell stream from old portal may have contaminants. - Surface stream runs across property may pick up contaminants. Sampling at Johnson/Lamoille River ' ^ TM n y !n , Ms" Pre" " M c TO,rrir'' nts A. H i. Fe, Mn, Nl, Thallium, S e ^ d m ^mvoeTMoc Document Indicates: Johnson Plant: 't? upz r pe,mh*ndEnvif" ' modAtfte.2tfon<OPlled Cn 13381 ,or con3truct!ng thlcksnsr, ..tim,, pond * No discharge permit for settling pond. of' ' i eu U,tin9 in 'tations end discontinuance agreement papers issued by Air Quality people. Windham: Indirect discharge may be required. ' A d v .m 0, Pm i n s S m Pl " " W St'andS- P,t c p ,n e d w l,h o u * A 2 5 0 April 15. 1986. Vermont Due Diligence: Product Quality and Quality C ontrol vfSEZ T . S J * " the qU"li,V 0f - * * < * product, by Document Indicates: Johnson: TAICSAL.113 4,, CAMC-Greco-001026 REDACTED DOCUMENT. 303 e^isi p .s /12 SCHEDULE 5.16 Ponds and stream have elevated As. Possible seepage from stream banks below ponds. " * * V * *d E f * conneotlon batwaan amal11K:tlve M nlino * i"oPundwttr,,la lS ' h#V* A* * n<l 0ther matalcon,flmlnaTM - could leach to April 15, 1088. Vermont Talo Due Diligence. Description: Memo E. H. Reads to R. J. Buettner Document Indicates: Fiber and As in orB and tailings of Vermont Tails at Johnson - created in 1962. ' Paemii X S T t'6,eCti' ' ' inW` " r d l ,C h > ,i 8 are" - TamP""YM * bottoms.00^3 8t J hnaon discharfle direct!y into the flood plain through pond Selective mining required in Vermont mines to avoid aotinolite. Stockpiles have actinolite March 31, 1989. Report on Johnson Mill Tailings Problems. Description: Memo J. Brammer to R. Miller. Ooeumtm Indtett..! Lamoille River, Back Johnson, 3-30-86 Pond breach and overflow hauling tails to Troy mine - dump with OB am - seepage to mine wests. May 4, 1989. Review of Johnson Tailings. Description: Memo D. Baker to R. J. Buettner. Document Indicates: Johnson Tailing: - Weak diking. - . Runoff from town to ponds. - Tailings dry out and create dust problems. TA tC S A U l3 _ CAMC-Greco-001027 REDACTED DOCUMENT 303 6435181 P.7/12 SCHEDULE 5.16 October 5, 1988, Due Diligence of Windsor Minerals Quality Control Prooram Description: Memo to M. Cox from R.J. Zazeneki V o n u o m 0 ram- Document Indicates: i f ^^ ^ i1^ /t' / ' Cl *X I ** . j. West Windsor Mill: -fPP solution sprayed on equipment during loading. Windsor Minerals: Ail pallets, truck trailers and shipping containers disinfected w.th hyamine quartz 2389 (quatemery ammonium biocide) 0i8TM *ed October 19, 1988, Due Diligence of Windsor Minerals bv M J Keener ft I 'Pmiazkiewicz, E.H. Reads, and R.L Weeks. J< Document Indicates; * Hammondsvllle Mine: Amphiboles In hanging and foot wells. Rainbow Mine: Elevated levels of Amphiboles. * Bfaclc ar Mine: Amphiboles in ore and hanging wall. Argonaut Mine: Amphiboles In hanging wall. * contactMln0! Amphlboles in ch,orita 8ch,8t in body #nd in hanging wall * Rainbow-Black Bear: New sediment pond required prior to 1891. Black Bear: Drainage review by state water resource staff. * impact of InterseNc!tifndg high vbouludm0e8tinanflaolwVsi.s and drainage basin review for ` General: Need to test mine water discharges for heavy metals. ' h C T S I * " " tt"n8 POnd5 <ra" 4urt e " occasional hl0h October 14, 1988. Windsor Minerals Evaluation. Description: Memo to E.H. Reade from M.J. Keener. TALCSAL.n3 CAMC-Greco-001028 ^REDACTED DOCUMENT 303 6435181 P .8/12 SCHEDULE 5.16 October 2?77 -1*3n08,81i 9Q8I o8 .P Rep0rt 0i Western Soufce, Inc., Angels Camp, California on Description: Memo to E.H. Reade, Jr. from R.L. Weeks with map attachments. Document Indicates: Red Hill Mine: 1/2* pyrite crystals in talc schist. October 17, 1988. Discharge Permits and Settling Ponde. Description; Memo to Ernie Reads from Lance Meade with three attachments: tailings storage memo, map, and diagram of Hammondsville mine water diecharae and surface settling ponds. Document Indicates: * Mine discharges may have heavy metals concentration possible in excess of limits. Concern expressed about how pending waste water legislation and indirect discharge permits might affect discharge points at Hammondsville, Ludlow, and West Windsor. Occasional excess of turbidity and total suspended solids at Hammondsville. Ludlow Site, Argonaut Pond #1 is leaky at toe of dike, (with orange bloom indicating Fe and possible As). Environmental Compliance Assurance Certifications. Description: See Below. KR Mine, Angles Camp, CA Red Hill Mina, Angles CA Toyon Mill, San Andreas, CA Beaverhead Mine Alder Plant Antler Mine Three Forks MT Mill, CIM Yellowstone Mine, CIM Alpine Plant Alpine Mine Alpine Mine Houston Barite/Talc Operation Cartersville Barite Operation Alpine Mill and Pilot Plant Ludlow Mines Troy Mine Hamm Mine Hammondsville Mine Cheater Mill TALCSAL113 July 12, 1991 July 12,1991 July 12, 1991 July 1, 1991 July 1, 1991 July 1,1991 July 11,1991 June 30, 1991 June 3 0 ,1 9 9 1 June 30, 1991 August 7, 1990 June 3 0 ,1 9 9 0 June 30, 1990 August 7, 1990 December 31, 1990 December 3 1 ,1 9 8 0 December 3 1 ,1 9 9 0 December 3 1 ,1 9 9 0 December 31, 1990 CAMC-Greco-001029 REDACTED DOCUMENT 303 6435181 P .9/12 SCHEDULE 5.16 Environmental Compliance Assurance Certifications (Cont'd). MABAYSGTJTWCLHHSJRACYBTGTaJoenlCCWhHHWPreLrCuhohdaaaenhnoytaehorlerreouhdhiealdemomlavnpaChoaytepsnreleeolrdslmAlenhlmldeLentuyvrersonpusemsotmwlsMlirsuetdPaemterwoonmlWmuistmwMFoMlhInsrsrieowonlWddiWsmMFbMnaoIthbegsrnMonnMiliWoilMrsMirnotananeinenoMdaisMliiieoaMnkMrntadnCiadnennewidiMsianenklsenidnnddMseedivliilseMsse,lMsllenioeedslvilsnmt,lMilMlsVorieeolMi,ltliMlCli!ersrrenlTliNMliiennrAelniMMMlneie&MlSeil/iilMlAo]n!iCnuelildeorlelcuremPblaiantMill, CAHA8lloppruiitnnseteerosnMPv,illialnTene,Xt G&APilot Plant AADAAAAJAAAAAAAADDuuueuuuuuuuuuuuueencgggggggggggccgggeeuuuuuuuuueeuuuumussssmmsss3ssssssstttttttbttttttt0bbe6868133133,3333eer,,,,50000r50r0001131,,,11,,,,,,,93381919911911111111199999,990999999,9,100009969999999911000000000099699000 DDDDDDDDDDDDDDDDDDDDeeeeeeeeeeeeeeeeeeecceccccccccccccccccceeceeeeeeeeeeeeeeeeemmemmmmmmmmmmmmmmmmmmbbbbbbbbbbbbbbbbbbbbeeeeeeeeeeeeeeeeeeerrerrrrrrrrrrrrrrrrrr3333333333333333333311111111111111111111,,,,,,,,,,,,,,,,,,,1,1111111111111111191991990969999998699996999999999999999999911111111111111111111 July 19. 1988. Dimta, S.A. Due Diligence. WDoeceukms,enantdIn7ZdMaiczeaemtnesosk,:tiD,fDriBommatyalE' .BHu.eRttenaedre,.Klrchhoff (sic), Maguire, -. Maguir Shotteman, TALC5AL13 CAMC-Greco-001030 REDACTED DOCUMENT 303 6435181 P .10/12 SCHEDULE 5.16 * Annual Reports under Mining Permit detail environmental issues, * Serpentine bodies present. November 17, 1088. Underground Storage Tanks CIM Description; Memo to R. Grayblll and J.A. Sturasse from K .L Phillip,. Attached to memo is underground storage tank inventory for CIM operations Document Indicates: - Underground storage tank inventory. Six tanks scheduled for removal or closure in 1089. Ga. tank status and options being reviewed. October 3 0 , 1989. TRC Environmental Facility Reports. Description: Memo to E.P. Tiritas from Michael Toelle, Document Indicates: Fugitive dust at Alder is a problem, with some complaints received. Small seep exists on upper pond dam at Beaverhead Mine. April 18, 1991. Update on OSHA Stance Pertaining to Non-Asbeatiform Tremoiita F c d ^ r ai, r T n V c h m e m l ile S & T ,0 h "iCa' S a le a F o r e a ,ro m '*' Document Indicates: OSHA standards for asbestos, tremoiita, etc. August 2 0 ,1 9 8 7 . An Overview of the Asbestos Regulations and Their Impact on the U.S. Taic Industry by R.J. Zazenski. Document Indicates: OSHA standards for asbestos, tremoiita, etc. September 1 8 ,1 9 9 1 , New Talc Label/Quartz Issue. Salas Force/Technlcal Sales from RJ . Zazenski with frc ^ R,J Zazenski9 b attachmBnt and jLt,V 8 -1 9 9 1 letter to Mr. Kanu Shah Document Indicates: Quartz as carcinogen and required labeling. Sepmmber 3 0 ,1 9 0 1 . Asbestiform Minerai Testing - Cyprus Talc Products. **m"f,mPateTM ' 8vm ha,i r - zs29nski w w w T to te l*lndCate5: SBrpentine and amphibole minerais are commonly essociatad TAICSAL113 CAMC-Greco-001031 REDACTED DOCUMENT 303 6435181 SCHEDULE 5.16 P .11/12 Antler Mine Yellowstone Mine Three Forks Mill Grand Island Mill Beaverhead Mine ftedhili Mine Western Source Mill Houston Mill Alpine Facilities (includes Mill, Mine, & Pilot Plant) Columbia Mill & Shipping Center Ludlow Mines (includes Rainbow, Black Bear, Argonaut, Clifton, & Frostbite) Hamm Mine Troy Mine Hammondsville Mine Johnson Mil! Chester Mill West Windsor Mill Alder Tipple Mill Executive Summary August 23, 1989 August 23, 1969 August 2 3 ,1 9 8 9 No Data August 23, 1989 August 23, 1989 August 23, 1889 August 23, 1989 September 1 2 ,1 9 8 9 August 23, 1989 August 23, 1989 August 23, 1989 August 23, 1989 August 23, 1989 October 19, 1989 No Date August 23, 1989 August 23, 1989 November 1 ,1 9 8 9 Geomapping Associates LTD., Pittsford, Vermont. Various reports: John3?n and Vermont locations: Various water aualitv samnfinn and discharge permit and environmental status reports. P September 1989. Discharge assessment and regulatory determination- v.rm nnt location discharges: Johnson, Hamm, Rainbow/Blacklear C 'Hammondsville, West Windsor, Ludlow. '* wind,. Rai"b"" ,ck\ W",er Qua,ity " "I Ar00nau,' Toxin S u b . TM * Boor. Hsmm. Troy, W e * August 1981. Wastewater Discharge System Assessment West Windsor M ill. These reports indicate levels of containments in Vermont discharoas Vrmnn+ background waters have had three rounds of t e s t s f ^ TTM eSM f STa" df rJs at Ar9naut Mine, Rainbow/Black Bea?mines Hamm M?ie roy Mine and Johnson Mill. Rounds in 12/90, 1/91 and 6/91 showed the ' T A IC 3 A L .1 13 10 CAMC-Greco-001032 REDACTED DOCUMENT 303 6425181 P .12/12 SCHEDULE 5.18 upstream minerals to be combinations of iron, nickel, arsenic or beryllium, Additionally, limit. downstream samples picked up West Windsor with arsenic over the ,I TALCSAL113 CAMC-Greco-001033 REDACTED DOCUMENT 29 CAMC-Greco-001034 REDACTED DOCUMENT SCH EDULE 5.23 CAMC-Greco-001035 REDACTED DOCUMENT SCHEDULE 5.23 on ,. the _ ^The following product inventories are Reference Balance Sheet and will need to overvalued be written Statement?*" reaUZable Closing Inventory Descrini-.i nn Korean Crude Troy Dirty Ore Grade 42 Off Spec Locatj on Alpine Mill Troy Mine Yellowstone Approximate Book Value on Reference __Balance sheet- CAMC-Greco-001036 REDACTED DOCUMENT l 30 CAMC-Greco-001037 REDACTED DOCUMENT SCHEDULE 7.3 CAMC-Greco-001038 REDACTED DOCUMENT SCHEDULE 7.3 Events w hich m ay be outside the normal course o f business: 1` ^ e,ler hf s .TMc e ,v d a" offer fo r th e Purchase o f the South Plainfield, N e w Jersey facility. In the ordinary course of business Seller w ill atte m p t to consummate this deal. H 2. Seller has agreed to pay, at Seller's expense, four key em ployees fo r remaining employees o f the Seller up to the date o f the closing o f this A g re e m e n t `'cutoENT\ei6 CAMC-Greco-001039 REDACTED DOCUMENT 31 CAMC-Greco-001040 REDACTED DOCUMENT SC H ED U LE 11.3 CAMC-Greco-001041 REDACTED DOCUMENT SCHEDULE 11.3 gttVlRONMENTAL INPORMATinw Frederal oar State waater quaslity stansdard*,acriteria osr othersrestricstions.'s d s d aapndplitcraetaiotmn esncht etedcuhlendo!iifomosryitF,i/aCalslo/nWadriinteitsoeunrl,8t 1o9f9V2e.rbme osnqtuNirPeDdE, Sapspweremllirtaesrnesenyweswatela.ml revlelone' West Windsor, Vermont - tailings spill Into Mill Brook on 12/11/90 and 6/22/91. Argonaul Mine, Vermont - Topsoil slltsd Soapstone Brook approximstely Msy 9, Nove^be^O^SS^Tnd^b^uary'l^'TlQS^!611^^4 *P'"lnt Caanoldnucme^britaife^wcairltl"iomttnWiisPmsr,foddgsfruoaermetaotfKoe1r0vr'.oe4lveueTmmnPiuesYes4iwgo.7einln9l epTraaPytYiaonrgeeuVpnsoeeirrnrtmgaedtoao,nru5tsn'iTsdcPeshrYetaEttriPrngiAggeg-PuderMp.1-a81F90noreiwnthfaete wmasor at id.5 times the acton level and Columbia at 13 times, banned from building materials usaoe are lilSv J " IS Z i whken a#bMt0S waB a w ssK ^ ? K & 3 5 E S i f^ i s 33SHHiSSris s s r * TMyre,u,r8rerne^' *'"- r .'^ ,, s r o w ir o r TALCSAL113 tT /2 'd CAMC-Greco-001042 a3SSEt?9QE Mtn SilddAD Wd3T:TT 2 5 , S0 wnr REDACTED DOCUMENT SCHEDULE 11,3 NPDES permit end wstsr discharge ouelitv at th inin* r, . , applications is expected 'shortly/ Aoorovai will L . mm!* * lining Nstlorjal Pollutant Discharge Elimination System (NPDES) pem lH or ormwater M r e s i i " * Vermom w,tar R" urcM wi" ~ D5ocum2ent IndZicaotes:s & k s s ^ r L ^ ^ r 0"'T,ie- Johnson Preparation Plant: No permits, supposedly "grandfathered." Indirect Discharge Permit 9-0004 (Troy) expires 9-1-92. to V 91,L m 8T.lcDr",t Dl" "li,nc* 0n V8^mon, T,lci ,lnal 0u= M i(,.nc. Checklist Document InId^icTatems:S T " nPOm by R-J'Bu,nn6r'K'*" P M "P- Chester Mill: Overall dust and noise problems including impact on neighbors. Johnson Mill: - Overall dust and noise problems including impact on neighbors. ' tailing water not analyzed, spaemrcpolilnagterweqauti*rredinttoo dgertoeurnmdi,nneeteadilinbgerdmisscohnarrgoea%d Hamm Mine: Concerns about lack of berms, drainage control. Chester Facility: ' w aX ? t a Deln T Pr r ,8 V .UiTMm,m' fW" ** " ' mHn" Johnson! THiro Ponds dlschsrge dlrtotly Into flood plain through pond bottoms. Hsmm Mins, will require selective mWn0 to ovoid sctinolite snd control Arsenic TALCSAL113 n /e*d CAMC-Greco-001043 88SSt?90 m i snad-o wsstjtt SS, S0 wnr REDACTED DOCUMENT P. 2/4 SCHEDULE 11.3 Chester Mill: Stockpile contains actinolite, * aJcothinnosolinte:. Stockpile estimated to contain 10% chlorite schist which contains Hamm: Requires improved indirect discharge. Hamm Mine: April 7, 1988 discharge murky and needed to be fixed. ADDpeorsciculrm5ip,etin1ot0n8I:n8dM.iceJamotehosn;Js.onPuPrldaynttoWLa.teMreQaduea.lity Sampling 3/30/88. Johnson Tall Ponds; Possible Seepage/hydrologic connection to Lamoille River Johnson; * Small stream from old portal may have contaminants. - Surface stream runs across property may pick up contaminants. Sampling at Johnson/Lamoille River - AStnrteiammonpyo,nCdas,sMhogw. presence of contaminants As, Hg, Fe, Mn, Ni, Thallivm, ADDpeorsciculrmi1p4et,niot1nI9:n8dM8i.ceamVteoesr:Jm.oPnutrTdyaitcoOLp. eMraetaiodnes Permit and Environmental Status Johnson Plant: - NmoodAifcicta2ti5o0n.applied (in 1988} for constructing thickener, settling pond * No discharge permit for settling pond. - pHaipsteorrsyIossfuceodmbpylaAinirtsQuarleitsyulptienogpIlne.citations and discontinuance of agreement Windham: Indirect discharge may be required. AFadrvrePrrsoepmeritnye:raSlimzaatlilonp.it close to wetlands. Pit opened without Act 260 permit. TALC8AL113 <a CAMC-Greco-001044 REDACTED DOCUMENT25988 P .3 /4 SCHEDULE 1 1.3 TADDpheorescicluVrm1iep5ret,mniot1no9In:nt8dA8Ti.cadalectVeteaCsr:iolmemdopnaatnnDayl.uyesiDs iolifgtehneceq:uaPlritoyduofctcrQuudaeliotyreananddQfuinailsithyedCopnrtordoul.cts by Johnson: Ponds end stream have elevated As. Possible seepage from stream banks below ponds. - dDriirlleecdt whyedllr,aulic connection between small active settling pond and gravel - ginropulancdewmataetre.rials have As and other metal contaminants - could leach to ADDpeorsciclurm1ip5et.inot1n9I:n8dM8i.ceamVteoesr:Em.oHn.t RTeaalcdeDtuoe RD.ilJi.geBnuceet.tner. * Fiber and As in ore and tailings of Vermont * PPeerrmmiitt aextpHiraemdm9-a1p-8p8ea. rs defective in water discharge ereaa. Temporary Poll, * Tbaoitltionmg sP.onds at Johnson discharge directly into the flood plain through pond Selective mining required in Vermont mines to avoid actinolite. * Stockpiles have actinolite MDeasrccrhip3ti1o,n:19M89e.moReJp. oBrrtaomnmJeorhtnosoRn. MMiilllleTr.ailings Problems. LDaomcuomilleenRtivInerd.icaBtaecsk: hJaouhlinnsgonta,il3s-3to0-T8r9oyPomnidneb-redaucmhpanwdithovOerBfleonwd-mseineepawgaestteo. DODoecstccourbmiepretni5otn, I:1n9dM8ic8eam.teosD:tuoeMD.ilCigoexncferoomf WR.iJn.dZsoarzeMnsinkei.rals Quality Control Program. West Windsor Mill: IPP solution sprayed on equipment during loading. Windsor Minerals: All pallets, truck trailers and shipping containers disinfected TALCBAL113 a CAMC-Greco-001045 J(-REDACTED DOCUMENT35986 p . 4/4 SCHEDULE 11.3 with hyaminB quartz 2389 (quaternery ammonium biocide) PDOiocntciouabzmekreien1wt9ii,cnzd1,i8Ec8a.H8te..sR:DeuaedD, ialingdenRce.L.ofWWeeinkdss.or Minerals by M.J. Keener, R.J. Hammondsville Mine: Amphiboles in hanging and foot wails. * Rainbow Mine: Elevated levels of Amphiboles. . Black Bear Mine: Amphiboles in ore and hanging wall. Argonaut Mine: Amphiboles In hanging wall. * cColinfttoanctM. ine: Amphiboles in chlorite schist in ore body and in hanging wall * General: Need to test mine water discharges for heavy metals. IHnaflmuxmoofnsdesdviilmle:entPsr.otect settling ponds from aurfaoe runoff and occasional high NDpDOoPeocnsDctdcouErbmisSeperetrpnivo1etinr4cmI:i,nnid1gtMsi9cCe8paml8toief,totseo:nWtnotiSiManEelddl.iHynsimeo.rrefmeiqenMuaatiyidrnpeebeodronf.atrdlhosmsnEeervMevadil.cuJit.anotgKiobenRee,anmienorb.doiwfieadn,dwBitlhacsktoBrmeawr aMteinraaanndd DDOOeoccsttccoourbbmieeprretino28tn,7I:-1n39dM08i,ce8am1.t9eosT8:rt8oi.pREeR.dHepH.oiRrllteMaodfinsWe,:Jers.1te/f2rr"onmpSyoRru.iLtrec. eWc,ryIensetcka.s,lsAwinnitghtealmlscaCspcahamitsptta,.cChamliefonrtnsi.a on taDODanoeicdlstciocnusrbgumi*eprretfsniato1tocn7erI:,ansgd1eMeti9ct8elmaim8tnee,gosm:tDpooo,isnEmcdrhnasa.ipre,gReanePadedrdemiafirgtosrmaamnLdoaSfnecHtetelMminemgaoPdneodnwsdvisitl.hiethmrienea awttaatcehrmdeisncthsa: rge lMiminites.discharges may have heavy metals concentration possible in excess of TALCSAL113 CAMC-Greco-001046 REDACTED DOCUMENT SCHEDULE 71.3 WdCiosencshcteaWrrnsienedxpspeorrrme,sistesdmaigbhotuat fhfoecwt dpiesncdhianrgwgewpaposotinnextss aatt HHismmmmLonnddTsvviilie,d^L."udi/io6w0*, and Occaeional axoaa. =, turbidity and total ^ , olid, ,, Hammond, vI||(_ ' W o ." n f X miK ' 13" ,kY " ,0# - **' <***> or,ns bloom pCryeppraursedinbduysTtrRiaCl EMnivnierroanlsmEenntvailroCnomneanutlatal nAtued(iSt aP.rJoaSmmS bS.-*. * , TALC8AL113 H/S'd CAMC-Greco-001047 9S6S E t?90S M tn STIddAD WdST : I T 6 , 0 Nnf juRNE-tsD-1A3C TBEaDlte Dt-ONuCn UsM&EcNwThsminston jiti 4 u ta a m ctw iiB ipw cerr. x g a t a i 1303S435IB1 p , 13 14/17 M utant lo u r a firing Island Thru Fork* YtflMttone Aider Ib d h m M int Antler n / 9 `d CAMC-Greco-001048 flYIMMCKTAnLc AUITSIMMY Aibutoi an U I m WAFT / FCS' i 1 t T M i f e m r p H ti? dust 4 I 1!}! * S s > 1vt *** " / wwiyof, Mrtlnt* L@ as!- Mllua PMI UIIUUiil U a U M E g g * * * f g t W u f t ltom d m|iRtlMn I f f i T b S S g S t t * ` far g w ," B' m tyn "dwt*! <W i r AftifMltfltvMa&itntats fa v u . fiHvi ft Ntrolo wtsfciglpen] y / y / 8aSEf9E0E Men snydJO wyas:tt ss, 20 wnr REDACTED DOCUMENT " * * * * 1 Ciww ww 2 fiOSiBl 13035435181 p.14 * .iv ir iMVtffcttrf Hourtoti ` iS ? * * . Mndi hivt t ltr ft _' j 2p T U tU r W M * PWHt. tUtlDf -Imi-lff m / A lpi H$ wiflSi. tly w a r Trey Aotmscn : W `d CAMC-Greco-001049 Hrg g f f l . f * L g T y sAtStSSSSSS**m. S,ritt*t * * i "^* *9 * * fiw ilim i m i -flass W S f M * / ea5^90 Mtn snaa-o wo0c :n se. so knr JUN 05 '92 11:21PM CYFRUS LfiW 3036425900 flm Wf M / s s 1^ u ouiinsi itu iVtrfi aj^rg a .f lu> - P t o ili - - uiPuiJwoiSJ w u 41 * / 5 2 T* piSTn2 ww3 5 !S MP *e4latboan meatUa 'SvwS3S .I / puyw-t n " 'JSu u u w ^ ' T T w w W w tu S T i? W U J I Suiifeg , OSOI-OO-oosJO-OlAIVO P.Qsn ******$ flUMHS m m i 03 **hn tp m MI lUAiron--i|| wi r r r w n t f 1^ p m m ' S S S S S S 3 "I H W ^ / W w T K w O t g d * T S m m ttS B S ^ W S J P S S . `- a lt it o n a 4 tMMIW (M O T ) fiu S m ft . :/ W k^ T I , i j P K S 4 3S * S. mj w `yMwi n iawi tm.wV wSoLpofMf i Wpuvr ttip^iW^ *Pfiijttiwuoa tu WiintIii pvtJw *}. >tuyj*;y /i p w s s .j z !2 !? (P ^U Q 9) UMUnOC it^ 'd s i *d le is c t-s c a c : I8IS8 E8S 'idsa Ptft artdO MdI3lIT 3S* w ktt * REDACTED DOCUMENT i3a3S 435lS i P .is t? /i7 Ifttt Windsor W11 SW .pl! i UV IN J s S fW S S * ** iff codi itS pS h m u U i n a d t o 7 1 T T ---------- * * ' m m tr * * / WUNlkMB ^''6 `d CAMC-Greco-001051 83ssEt^3=:ai My*i snad-o uidis:TT eg , se Knrie REDACTED DOCUMENT 32 CAMC-Greco-001052 REDACTED DOCUMENT SCH EDU LE 11.3A CAMC-Greco-001053 REDACTED DOCUMENT SCHEDULE li.3A Operating Sites 1. Montana a. Yellowstone Mine b. Beaverhead Mine c. Antler Mine d. Alder Wash Plant e. Three Forks Mill 2 . Vermont a. Ludlow Mines - Ludlow Mine - Argonaut Mine - Rainbow Mine - Clifton Mine - Black Bear Mine b. Hamm Mine c. Troy Mine d. Colombia Mill e. Johnson Mill f. West Windsor Mill g. Chester Mill h. Hammondsville Mine 3. Nebraska a. Grand Island Mill 4. Texas a. Houston Mill 5. Alabama a. Alpine Mill and Mine b. Alpine Pilot Plant 6 . California a.. Red Hill Mine b. Toyon Mill 7. Belgium a . Ghent operations CAMC-Greco-001054 REDACTED DOCUMENT 8 . Spain a. Malaga operations (Mines and Mill) - Malaga Mill ' - Por Fin Mine - Trs Amigo Mine CAMC-Greco-001055 -2 - REDACTED DOCUMENT 33 CAMC-Greco-001056 REDACTED DOCUMENT EUROPEAN STOCK PURCHASE AGREEMENT BETWEEN CYPRUS MINES CORPORATION and TALC DE LUZENAC S.A. Dated as of June 5 , 1992 CAMC-Greco-001057 REDACTED DOCUMENT JJuunnee 55, i199992?R?(nhfeArNei. nST0rCe5fePrrUeRdCHtAoSEaasg rthe ee m e"nAtoredeamteendt'aMs voTMf ? I I ? U r r r andMT ^ e S 0r? r a t io n ' a Delaware- C o rp o ratio n 3"^ under-the laws of F r a n ' 3 COmpany or9anized WITNESSETH: nTim_,, J TM 2?2*3 ' Seller is the sole record and beneficial owner of all issued and outstanding shares of capital stock of Cyprus Industrial Minerals de France SARL, a company MMiinneSraalliieennUGGmmbbHH, ^a colmapWSanyfoFrrgaanni?zeed("uCnIdMFe"r) thaend lMaiwsstroofn S p a i i i s T r with CIMF' referred to * ^ 5 npl.uaro WHEREAS, seller, Cyprus Minerals Company, a Delaware corporation, and RTZ America Inc., a Delaware corporation ("RTZ") have entered into a Stock Purchase Agreement"?; d 3 3 f JUne 5 ' 1 9 9 2 (the "stock Purchase set forth,t e l l e r 'desires^to'sel 1 ^ c S S S ^ r L ^ " ^ ssnhaarreess^ooff^tthhee Ccomppuarn<i?ehsase(t'hea 1 1"Sohfartehse")i;ssued and outstandingy r-ei 4. i??w ' THEREFORE, in reliance upon the coi?Sent^ 1 0 n% aiid warra*ties made herein and in co n ta in - ' ^alfhivfihfnea^ingr^ " d ascribed to them in the Stock Purchase Agreement. sutaWf * 5 aJ,;.g?d Purchase. Upon the terms and and^transferhtoCBuyer^or C l L g f ' t o e as h a s . W i 1 1 pUrchase and aocePt> >t the pf roovviidoeeda ror herein (the ,,"EPu*rocnleoasninClgosoirfrtfh\e wtriannsactions__ at the offices of Sullivan~ C r o m w e l l at 1 2 k ci PiaCe S ^ 0^ cr eXS e aSS ? ana0USly With tha 2 S ? :the delivered to Buyer the followin^g:^ e l i v e ^ g r ^ I ^ e o'bee* -1 - CAMC-Greco-001058 REDACTED DOCUMENT Shares, in`e i c h t e e n S o r ^ n ^ b ? ^ ' 5'10" ? the executed blank stock power attanh^d * r .with an suitable for transfe/of valid titl4 ?d f?rin or its assigns, free and cl 2 o f a n y ' ^ o S S r a n c e s ^ " and officer^of e ^ C o r n TM * ?f each of the directors specify to Seller prior to CloSingH ^ for each Con^iy a s ^ v e r ^ f s?Sh aud^ors, if any, to Closing; and Buyer "ay speclfl' to Seller prior documents ^ q i l r e d ^ y ^ e c i L r i ^ h ^ e o " *"* ther each of the certificates0an29 A<-bUya5 wili deliver to Seller Section li hereof. d other documents required by Agreement o t h ^ / t h a ^ i n 1 this S ^ c t i i S V ^ t * 1? ^ in this notwithstanding, this Aorepmonf i lorV 3 * 3 to contrary time prior to the Europlan ClSsingT bB ter" inated at any (a) by mutual consent of Buyer and Seller; or in accordance 4 ' Eepresentat3,0 ns and Warranties of so1 iQ>. Seller represents and warrants to Buyer that: corporationadulyeiicorporatedChvi-Sie Coi?Panies is a standing under the laws existing and in good incorporation or orgnizatioS the corporate power and f its ln the case of Seller, Agreement S S int this the Companies is qualifiedto do 2 ! ^ " h?reunder- Each of jurisdiction in which *?S}?eS? each to be so qualified, except wherS f a l l u ? ^ ^ 6 re<3uires it would not have a material ? to ^ so <3ualified business, financial rnnd-i-i-4 erse effect on the assets, prospects of such Comoanv mf' results of operations or this Agreement and the c o A s u m l t i ^ o f 1?!? ^ deliverY of contemplated hereby hav* n f the transactions requisite corporate actioS TM ?Hly *"**<* by 1 1 Agreement has been d u lyy eexxeeccuutet d aanndd' dde.li ?iveSreeldi eb5y' SeTlhlies r and -2- CAMC-Greco-001059 REDACTED DOCUMENT Seller?UteS the V a U d ' bindin9 and enforceable obligation of subject t o `Si bound % ll ^ Cmpanias ls judicial r6gUlation incorporation* oraby-laws1SS r certlfioates of deed of triSst^lea nortgage,deed to sec restriction, or trust '^ciusktdl"antshh^ipdao^r;ao"th^er' ,"ent' nr any judgment, order, writ injunction aaddmmiinniissttrraatteifveanaygeCnOcuyrto'rgaorvbeirtnrmaetnotral body*," S S S S S S a ^ e s u i f S bno?risnthr Whlh th" a Person under any material c o n t M ^ nr iS the consent of any of the Companies or any of its nrerf^ agreement to which any sstsrssx Agreement'andihTLan^t" ^^ capital stick of" ach an<? outstanding shares of validly issued, fully M i S and^on"185 ara duly authorized, outstanding options nonassessable. There are no acquire any additional share*! ?? oth? rights of any kind to Companies or securities convertible* ^ ? 1 Stoclc of anY of the for, or which otherwiJ? c o n f exchangeable right to acquire th? holder thereof any the Companies coimi?tef iss^ aSv such^ni iS any of right or securitv The any such Option, warrant, beneficially by siller SeiXv T OWned of cord and disclosed I n ' t h r E S r e S c f l a l a n c i f?11" ' eXOept as SffiiSToT^tS liabilities to be disclosed on the ReferencePni'eS "hifh "ere required thereto by the Accounting P r i n c i p l e s ^ r a r o n L ^ y ^ L " 0^ -3 - CAMC-Greco-001060 REDACTED DOCUMENT jhT c nL PaLb& . liabillti6s - issuance or sale of anv shar -p0f Companies, (ii) any the companies or on?7 L of capital stock of any of kind toPacquire anyPSuch r *h<Tr rights of any into or securities e S S n o ^ K ? 2 r securities convertible confer on the holder foT . or which otherwise shares, or enter into anv aaro* ri9 hK? - t 0 c<3uirei any such of the foregoing, (iii) anv9TM ? ?nt obligating it to do any aside, paid or Cadi with r L p S t Set of the Companies, (iv) anv damacm jthf caP:J-tal stock of any casualty loss of anv asatJ am9, destruction or other (whether or not covered / assets of the Companies the aggregate, has a Mate?ia"SAdvrs Effect S /?ly r in an yr o?S?hel n c TM p a n ? : r ? r a ^ y no?aI?sb l: f ? L t 0 ^ ^ a b le by by any of the compane fo? r " "semeSt made directors or e m p l o y e d fxcep? " t?h" y aaeh ofi=s, business consistent with t ,, ? ordinary course of dispute, other than ro u t e Sractloe> Cvi) any labor transaction between a n v n t ^ matters- (vii.) any any of Seller, or any of itshAffi???eS,J\,the one hand and Companies) on the other hanrt (other than the ordinary and usual course of'buJ?nLthan ta???ctions in the event or change of c o n d X i TM business, or (viii) any other arMateriiaM " ? s effeIthad ^ lkel^ `"hae agency'or *authority*^ 'T ^ t h e ? T " ^ " L l S t a l no unsatisfied judgments o oStsaniv 8 f !eller' there are court^an^dministrative ^ I r V e ^ T T ^ ' any of the Companies. 9 Y r by an arbitrator) against each company is^being S S "a ' n d ^ a S V a l l ^ " '638 f the last three years been c o n d n A ^ H K? S* 11 tlmes duritS Predecessor, ^ m a t e r i a ^ S e wit? S ^ S X . " ltB -4- CAMC-Greco-001061 REDACTED DOCUMENT common law and equitable doctriii goveF?mental entity, Company (includiS}, without iii??i*appllSble to such human health and lafety) v101\' Shose relati9 to ofmaterial governmen?2 ^ r o J a l f ^ ^ 'Sell , 1 1 effect and are being complied are r e g u i r i d ^ o ^ i v f refpect to that Agreement by or with respect1? ?hii b tbe date of this of corporations that includes thhp TM 0inpan;LeS or any Srroup returns on a consolidaJ-Ia J Companies and files b a s is , have been d u ly fi? 4 d ^ i i ^ f i i U2 l t a r y or s im il a r on th e Returns r e fe r r e d to i L a11 Taxes shown to be due received have i e ! S e ? c L e h ^ n i 1! r in s e a s m e n ts Returns referred t o T c a s e P? ld " * " 11, ( H i ) th e a p p ro p riate t a x in g a u th o r ity or th a o f ef . examined by th e the Taxes in r e s p e c t o f which siinh%I>! r io d f o r a s s e s sment o f 1be f i l e d has e x p ire d , < iv V " Were ret3uire d to assessm ents made as a r e s u l t n f d? f l lenc;L? S a sse * te d or paid in f u l l , (V) no is S u e s ^ h a t JCh *aminat io n s have been relevant taxing autho?i?? in bee? raised by tha o f any o f the Returns referredonnection w ith the examination c u r r e n tly pending r S i f n ? ? t0 ln ciause CD are have been g iv e n o r req uested T o ? f ht a t u t e s * lim it a t io n o f the Companies or any grouo Tesp ect to any Taxes th e re are no a d j u s t m ^ S L ^ i r ? ? ^ ^ ^ C la u f ? <*> ' ( v ii) would a f f e c t th e income ta v ca ^r y ve^ item s t h a t ta x year t h a t ends a f t e r t h e ^ l o i i ? ^ t h 'Companies f o r a adjustm ents have been made nr- S i 1 9 2abe and f v i i i > no taxin g au th ority w ith resnect Proposed by the appropriate t o in c la u s e (i) which would i any f h*16 Returr*s r e fe r r e d fo r Taxes o f any o f th e c ? in * S ? ? Way a f f e c t th e l i a b i l i t y ending a fte r the ? lo s i? g S ? ? ? ? leS f r any ta xa b le yaa* benefit pil5j they are funded or unfunded n liability under any of whether employees of the CompaniesiSSlidiTM * * 1 ? 7 6 3 r former plans of deferred c o m p e n s a t i o n w o i i d i hn0t limited to, Seller does not make anv however, that hereunder regarding the^undTSSentations or warranties on Schedule 5.14 tl the StSck Pu?ch?s? enefit plns listed employees of the Companies? * Purchase Agreement that covers information^which hal representative of Seller t o ^ n S S r L 1^ r any Buyer, in true, complete end a ^ u r e ^ S -5- f CAMC-Greco-001062 REDACTED DOCUMENT respects and there are no facts, matters or circumst-annoe in1anyrmaterialYrespect?^rinati0n inaccurate or misleading Buyer "f r"V " ' <a> Buyer is a company organized under the laue n-p r M CL Wlth e P " f power and authority to e e r Into STnee eexxelcouutlilolnn aanndS ddel?i-vPeerryf0orfS this Agreement ahndertuhneter* beenU!hnv101\-f *he,,transactions contemplated hereby have t h f D^ yo;U^ riZed^ a11 requisite corporate action on anH S f 5 1 er' Thls Agreement has been duly executed aanndd ie:nfJo1rVceeraeb2l1ebyovbUli^gGartiaonnd'ofcoBnusyteirt.utes the valid? bindingg provision of' BUy<Sr iS n0t SUbject to r bound by any -hidin-iai aw^.statuter rule, regulation or judicial or administrative decision, inr,nv.nnv. a?y articles or certificates of incorporation or by-laws, any mortgage, deed to secure debt, hind fnd1711? ' lease' ote, shareholders' agreement, bond, indenture, other instrument or agreement S I S i i S T trUSt' CUstodianshiP' other Herr6a (ivJ any judgment, order, writ injunction or agency S i S S i . 0 TM * 1 bd*< ^ i i i s t r a t i v f ^ u l d ^ a dS?Iu?i 2r be Vioi!ted hy under which there Pelson u nLr fil r ? fe3ult of. nor is the consent of any not been o b L ? r L " S - ^C;ntra0t or agreement which has y re(Juired for, the execution, delivery and conte^Iated herlby! f thiS Agreement and " transactions J ?: Access and Information. Seller shall oermit rePresfntatives (including, without P limitation, its public accountants, counsel and other d u r i M rilr^f?eii ^ ati f this A?reement to have access ti ellei^i S honrs' ^ n reasonahle advance notice a n d / i i r h ^ ^ i ? officers and directors of the Companies S!ller <as appropriate), the auditors of the contSiri hiLvnY and a11 f the Premises, properties, ontracts, books, records and data of or relating to each of -6- CAMC-Greco-001063 REDACTED DOCUMENT hereto^shall^e ffid Buyer pursuant *- a ^ S i K f ; i i ; ^ L 5 g ?r and dated M agrees that? ? t Bd5ln^ a; Thtercomnanv a y -- . the closing Seiler covenants and f-ts -S S preserve the properties and relationships with suppliers and customers of such businesses; or securities^ wonvertiDie into or exchangeable for, or whirh otherwise confer on the holder thereof any r h t t o o T O n g V t T d f ? n rriftheen^ L g ? ny *>r~ = ssHvsL"l r "%"n-s-:s;K' t a I ? n ^ r u ni?j-tu0wiiSninn or among the Companies; "tsU c ^ ? l r X - U u ! heorC^ organization agreements; ieS TM acaui-p w i l 1 cause the Companies not to sthaTn m i rthse owrdin5a^ry courSse. sofs Mbus^in'ecsSs; i s S i S , - s s r full force (and effJli1?' CaUS the CoinPanies to keep in Prooertv and ni-SffeCt insurance n assets and Real g S ^ s a s r s x - s s a s s -.s s ;:- a thaf^aii practices of the Companies, and it will ensure r"emmaaiinS aasssleets? no?fstthieecC;oimvpeadniUensderatstuhieh Cilnossuirnagn;ts w i n " enter ^ l 1 cause the Companies not to nter m t o or to amend any employment, bonus, severance -7- CAMC-Greco-001064 REDACTED DOCUMENT or retirement contract -r -.-u. benpf if a ,,uv arrangement or any employee benefit plan with regard to the Companies; mP0yGe increa'csi ifc W i l 1 cause tile Companies not to ^payyablei or? L h biecaormyeprayatbhleer tfoormanyofofcotmhpeenseaxetciuotn ivoe y*eui rucn esxseLcuStLiv'ers" opranelmepsl;oyeresl, excent to** enter into cause the Companies not to real nrnnrf,, i! raer' or other commitment, or (B) anv in excess ofyJ j m j f 3 ulrin9 an expenditure or payment tSrSlMtL per annuB r "hich cannot be e x c ^ S S g i2 ymon?hs; COmpani' within a P ^ i c d not incur anv ioi+- ^ i} } 1 cause tile Companies not to to extend ere^H ?r biigatlon for borrowed funds and not rec: i v a M e f ^ ^ t i e r " :eSa^ h' U*?. 3 and regular course of buiinSS; **" ordlnary anv action Ii ^ !fi:L 1 cause the Companies not to take SB^- cS a s - M ^ s a a r i s s s i T S S TM V a y " ease V E S n d S Lease except in the ordiia^ Souise? dlfY any such to wind u p iXi i i u i L S 1 irn5 f pe?"it " V of the Companies transact-ioA or dissolve or to enter into anv transaction of merger or consolidation; and y anv of f h o (iiii) w i l 1 not' and it will not permit ? e g o i g \ S t eS tD' a9r6e tD takS ^ f ?ha ot^any^Affiliate cf settled`with payment e l ^ S i e ^ i ^ t ^ ^ ^ p ^ n 116 -8- CAMC-Greco-001065 REDACTED DOCUMENT sSoio0n^ ais pSracttiScOatbSl*eSaSft:LL , 'nS2os.ing,tlSshall biea sneotttlfeedasaisble settl^snt s h a u be effective covered by Section^?? ( f ^ B u v e r for tax records Company to, for a period of Wl11, and w i l 1 cause each retain all books? rllrL after the Closing, the businesses of the Companies d?c^ments pertaining to Date and to make the s a m e ^ a n the Cloain9 for inspection and cop??n<r b? a^ er the Closing Date Seller at Seller's exSmse driS S L * ^ A f f i l i a t e of of Buyer or such Com^ny a s a S l i S n t i norntal business hours request and upon reasonahio b1' upon reasonable generality o the Company to, make availfble9to s?*1^ cause each Seller and their respectif r - S S l i Affiliates of deemed necessary or desirable L ae^tatives all information in preparing thir respeci^ fUCh Affiliates returns and conducting any a u d i t ? ?? al statements and Tax g ny audits in connection therewith. Seller n o r ^ u y i P S i l P i f S f 'anv^Vect^ ^ Closin9/ neither make any public statement w i t h ^ o ^ f 3*-**16!^ or otherwise the transactions contemnlatort ^eSect-to this Agreement and written consent o? h otheV without the prior unreasonably withheld) exceot afiS co"ser|t shall not be applicable law or stock eSKgf 7 reguired by conditions herein^provided"*each*?Cr t 0 the terms and to use their respective b1 S t a V ? Y& nd Seller agree necessary? S^ViS&S^SS * effective the t r a n s a c t i o ^ ^ ^ p ^ H h S ^ e n t . obligation1^ The described in Section 2 h e r M i T ? * ? . , ? rJnsactions . of each of the following conditirtr,Ub3et to tiie fulfillment European Closing: 5 condltions prior to or at the made h ereundir^shall^rtrS^i ^fi "ar?anties of Buyer as of the Closing ate? wi?h L I L T * * * 1*1 respects at and though made at and as f the c i V s i TM nf?rCe and effect as changes permitted or contemViftfS g excePt for except to the extent that Sated by thls Agreement and made as of a specified^ate^i eS;SKntation or warranty is r e p r e s e n ta tio n or w arrantyesha l l Wh ?t-CaS^ SUf ? respects as of such date. 7 h 1 1 b true in a 1 1 material -9 - CAMC-Greco-001066 REDACTED DOCUMENT all material respects^ith ??Ye .performed and complied in agreements required bv thi* ai lts Underta)<ings and compUed with by Buyer prior Ss^lS^ ? " 63 " certificates^of^n^authorize^off^66" furnished with Closing Date, ce?tifvino Buyer' dated the contained in Sections 1J~1Lt(aa)J aanndd (b) havethJbetenthefulcfoinldlietdi.ons any n a t u r e l ay i S u r t ^ i ^ v m m e n t a l 119 order1or decre of authority shall exist againlt B u v t r ^ t ?r^reulatory any of their respective^ffiliat^c ' eiler' any Coinpany or principals, officers nr rtillates' r any of the restrains, prevents or mater?* i?S any of them' that contemplated hereby. lally changes the transactions authorizations of^ S S S i t r S ^ ' appfovals and and all material filings w i h \ ^ 2 d f ? ^ ato?y authorities, governmental authoiIs ^ hv.a n d 1 Nations of ' entities which regulatS the^u?3^ ? |9f?cies other or Buyer, necessary on the part ofSSe?i Seller' any Company Buyer, or their respective A f f i l i f t f V ny ComPany r delivery of this Agreement rth ' to the exeution and transactions contemlatVand the consummation of the or effected COntemplated hereby, shall have been obtained Seller may reasonably reguest^n oJSeiV?d SUch evidence as power and authority of order to establish (i) the contemplated by this AgreLent and"????3* transactions conditions of European9closng st f i r t h ^ i " " " ith thS ass the following conditions orior ro he 5 uflllment of each of Closing: lons Prior to or at the European made hereunder shall^S t S e in d ?aiT a?ties of Seller as of the Closing Date? S S " J" 1 * 1 resPects at and though made at and as of 7 v! ?am f?roe and effect as changes peraitteS o? c o n t S p l S e l S? l $ t \ eXC*pt or except to the extent th*4- 5, ated by this Agreement and made as of a specified d a t W X W t * is -10- CAMC-Greco-001067 REDACTED DOCUMENT representation or warranty shall he i-nm n =>1 1 > all material^respects wlth1a U VofPi t s S ; ^ ? n?-CO"plle'1 in that Buyer may not i n l o Z ths Seoton 2 d S TM Pef?ec?' n thl I I T T ^ WOUld ^ material whole? ' on the talc business of the Companies as a certificate of 5 ave *?een furnished with a sssA sSSsSw isSi^ - anv foin-i- it) N in^unction restraining order or decree of any court or goyernmental or regulatory authority shall " ip ic ifv i m T a4sSai ler' " S COmp" V or lny lt t ^ l d ire cto rs o f any o f them* t h i t f t Se Pr in c iPa l s / o ffic e r s or m aterially changes the t r a n ^ t ^ " ^ ^ ^ ^ . andhallZf^l^aS ^ ^ ^ TM ^ n*^tegulatory*authorities S t t S i t i 1 " i ^ , * nd " O t i f i o a t i o n l o f g o ^ e n ^ 1* * ' the failure toB ^ i i y noJ lnvoJce this Section 12(e) unless whole. * on the talc business of the Companies as a Buyer may reasonably Xqest^in ordente establish6?!? the c o n l L S a t i f h y l L 0! S e U e r ,t0 ~ a ? f ^ S a ^ c ^ n s CAMC-Greco-001068 -11- REDACTED DOCUMENT Purchase a g ? L m e n t s h a l l " ? ^ " ^ 1" ?'1 by th e s t = * European C lo s in g contem plated g ^ y " u lta n e u s ly w ith th e 13' 5 u ir v :iv a 1 of ^presentations and w . ~ 1nr1- palrolvrideepdrefsoernthateiroeninsPoarndiSnwaarrnaintTMies of S^e l l elroni.n1c3l(ubd)e dbeloorw, IJelT aJd e liv ered pursuant to this Art*- r 1 lc a t e or other document period o f SUrvive fo r a s h a ll t h e r e a ft e r e x p ire e i o L ? ,, ? i hth EuroPean C lo s in g and v i o la t io n s t h e r e t o ^ s ^ c i f i e d ^ o r ? ? e0 tv.t 0 breaches a"d Companies or t h e ir s S I c e l s S r l t r by BUyer' the in Sections 4(a), (c?PandS? h W i f n|band warrar|bies contained survive the Cloiini Dale u. , L S Agraanent shall limitation period 1 ^he e*Ptration of the l i m i t a t i TM s Pm ^ny l " e S ? o l S Pi | Cab1; , B ta tu te s <* expire except with^respect t l b I i h 0f and. th erea fter s h a ll tthh ee rire tsoufocrcee sss po resc.i f i e d to s e lHl e=r1 1by BSuyerr, vtlhoel aCtoi m psanies or Subject of Buyer and its and hold h a r m l l Bi y 4 r f de*e?d ' indemnify" and a s s ig n s (in d iv id u a llv a H i 1 la J ef an? i t s s u c c e sso r s collectively, the BuvsryTT.?a^^ I er-nrde^n 1 tpp-" and respect of: -- ^---Indemnitees) against and in arising^ f ^ , resulb1?* or bY s e l l e r to perform or otherw ise f u l f i l l SSyJ f a i J-ure cS> hereunder; Y presentatio n or warranty o f S e lle r c la im s ^ l ia b ili t i e s ^ ^ e m a n d s 37 S u i t s ' P ro ce ed in gs, costs and expenses *ineinrH r/ assessroen`ks, judgments, f e e s ,' dwixrireecctcliyy ?r eSlal t4i ntgi ^t o i nsugchi eainsodneambnlifiactattoior nn e. y s ' ' subject ofJ a i l e r and T f hold harmless Seller and Seller's Affii?lt|nd' 1 2dffnffy and respective successors and ae. S ,, .labes' and their ' i r i e ^ f T 1" 9" 6 ' arising^ f r ^ t ^ ^ L I L T t V i i , ^ f a ^ -12- CAMC-Greco-001069 REDACTED DOCUMENT by Buyer to perform or otherw ise f u l f i l l or enmnlu any provision of t h is Agreement, or ( i i ) a n v B ? e a e h o any representation or warranty o f Buyer hereunder;h claim ib)lia h n ? ? ? a ll actions, s u its , proceedings, S iS ii b 1 1 ' . demands' assessm en ts, judgments ffeeeess , dd iirreecStilvy n?r ee?la\t^i nngC litodinsug chr e ainsodne ambnleifiac at ttoiorni S. y s ' ' s i s * o l r r ^ " ' t n n ^ r Ts2 o ;;^ r ; r s s 15Ti n be Agreement?, re p e ^ tiv S y , ?Vr hase S S v ^ t h a t 3 ! 1 bS U a b l e fr all^ ^ ^ i u n E s ; 2 y i S H ^ H f o r S ? " ?"" ln the e g a f t be or 15 (added to g e th e r w i t t a l l % ! I t a s SunderUSher St ^ OnS " h o w e v e r ? ? bt TM r i ! ' ^ e ? P e C t iv e lY; ETO videa, f u r t h e r . SSStitSi " or is r e s o f c i i ^ v 51??1?.116" may be "ads TM i e r i s le s s t h a n ^ ^ I f P b l y ' f th amount o f such claim Section i a L*a riaum s ` Any claim for indemnity under S H I? - hereunder the ?is for a clain fr indemnification thereof to the IndemStfw? sh!11.51TM prompt written notice ?at" - ^ Party miy, but Of any such Third Pai-t-v settlement, - ^ ac!aimiyan2 di h e " i S i f t ? j? 1 assume the defense " responsibleCforSthed \XPe"aea S J E F m S ^ f f ^ i u l l y obligatio^to pay **** oSuilel of i L P? L i ny-Urther costs or expense of legal and pro^iasa, farthei/ t h a t ?hTMIndeSSi?yiilgSpart?ema?Snot S^ sS ^J sS -S' wSa wa sls^Mr- -13- CAMC-Greco-001070 REDACTED DOCUMENT p ^ n d e m n i y i i r P a r t r d o e f nil,SS??hInitwen?yt u o ' HoowJi f^arty Claims, the Indemnifying Party shall be tZtrttf i?V;,WaiV;d ri*hts to control thedefense Party ciai assumes the defense of any Third rSlHEHFHEVrFZ"l--"Si i "Ititi t ebe?ause of the failure of the Indemnifying *.voroftf respect to any compromise or settlement tnereof effected without- ire __... consent shall not be unreasonably withheld) ^nSent (which the European *closingf^Seller^wfll *execute*"and l l l t TM ^ as^uyer s h a ^ r " * * 5 delivered- such documents ?o'Buyer " , ,, i er reasonably request in order to vest more c o n s S r a l l e ^ e ^ f S c t i v e l i 1^ taense f or otherwise B5yeSrA^ r i ^ u ? f aSSeme ^ ** delivered^ ^ W ^ ^ s ^ r i i ^ ^ r L L r ^ h ? ? ' 1^ and reasonably request in order to consummate more effectively the transactions contemplated by this AgreeSInt? y S^oTa^Le^^ consummation of the transactions c o S p i n h e r e by. governed bv *anfPoo? b1 a T,?w - This Agreement shall be the State If wllf ln accordance with, the law of orinf?n?L ^ 1 k Without reference to choice of law and p a r t i s a n 9 3 1 1 "atters of c"struction, validity TM t S g ' aE h a ! bKe ^deeUifnt^ed to have been duly given if aanyynScoorrppoorraattiioonnetthheSCsti^gVneatuerresonsshal9livbien9bytheanm o(fifnictehre case of rS? a2d deilvered by hand, or by United States mail and9 postage'prepaid.recei^t requested, properly l i d d e d CAMC-Greco-001071 -14- i^jsyu REDACTED DOCUMENT If to Seller, to: Cyprus Mines Corporation 9100 Mineral Circle P.0. Box 3299 Englewood, Colorado 8 0 1 5 5 A tten tion : Chief Executive O ffic e r with a copy to: Cyprus Mines Corporation 9100 Mineral Circle P-O. Box 3299 Englewood, Colorado 8 0 1 5 5 Attention: General Counsel If to Buyer, to: Talc de Luzenac S.A. c/o Borax Consolidated Limited Borax House Carlisle Place London SWlp i h t Attention: Mr. F. Alan s. Lesser RTZ Corporation PLC 6 St. James's Square London SW1Y 4LD Attention: Charles H.H. Lawton Esq. Sullivan & Cromwell St Olave's House 9a Ironmonger Lane London EC2V 8EY A t t e n t io n : David M. K ie s , E sq . Such names and a d d resses may be changed by such n o t ic e . 22, contains ^ Par tiS?^?anr ; r r ? t t S r r 9LpaS tn n u c n ast i L ? f ^ ? er. -15- CAMC-Greco-001072 REDACTED DOCUMENT tohneliyrbryesapwe2r3cit.titveeAmnesnuidcnmcseetnsrtsu-omgre.sntoTrheixsaescsAuigtgerndese.bmyentthemapyarbteieasmenorded contained in th?s ' The sectin headings i n ? e ? p i a o n a" B? h 'inAanY "*y ^ nly heSreeocftuLnnless^sS oitrhber^w^isIe dinrdeiicnatredr.e t e ^ s ert" SSe;cctiironesln 25 , in one or more s S S t S t r t i ' a n d ' a c h 91 " ^ "ay be exeaut^ deemed to be an original eaCh counterPart shall be 2b, Agreement This seller and Buyer and their respecue L S S e s ^ r s ' e n d ' ' 9 UPn S ia y ? S L - - 1sag; % l aI s S aP l /aS^ ' liabilities hereunder to any Affiliate1 ^ ! ? ? 3 r -, Seller shall remain fully liable f ^ h ^ ' S long as lisbilitiss hereunder to anv iffii tafa _m D s i i g S s s u * for s s x s s u z i ? l i s ss* party aorees thaf I ~ to lts fullest extent, each a^d^achlSrty^eiV" ^ s n ^ p e S i l L by proceeding brought to enforce such restriction. y Borough of Manhattan^The ^ y ' o l ^ E S ^ S ^ a S - " * suits, or proceedings arising^ut of or relating S s " " ' -16- CAMC-Greco-001073 REDACTED DOCUMENT Buyer^and K l ^ S S r ^ ^ o S S S K 1"*- hS?eby (and proceeding relating thereto evr-SJf6? anJ' action, suit or further agree that s e ,, ? TM f pt ln suoh courts), and or document by u.s. registered*!^ ^ T 0"8 ' notice above shall be effective s e r v i c e At address set forth suit or proceeding brought aaainsi- .r?cess of anY action, Buyer and Seller hereby irrevocably a n d ^ n ^ S ? ? court, waive any objection to the nd uncondltionally suit or proceeding arising out o? ?-Ve?Ue f any action, transactions contImpiatiS h V V L V ^ 1 8 ^reement or the courts as aforesaidPand hereby fur?h3 VC? state r federal unconditionally waive and agree n o t t o oleadS i? -nd< such court that any such action ZZiZ plead or ?lai in any in any suoh court 2 i^onJenilnflolSl European Closinf^slt^ort^i^thiS a VTM 1 ^ 0? 8 t 0 the at any time prior to or at Agreement may be waived the party entitled to the benefit^h83" losin9 hereunder by any party hereto to enforce a? anv t ? ^ f ` T5 e4.ailTM of * provisions of this t a e m S t ShSn any the bbe waiver of any such provision the validity of this AarVIifi? ' right of s u L party thereafter to S S lS S S 'iS S - tb r v" 1 any S Way b construed to any way to affect P3rt hereof or the " Co r" on!Very Of l i T S non-compliance? defaults in the^payment *when due 5 ?rty t 0 this A9reeiaent this Agreement (Sh?hr determined hV"* SU1" payable under to an order of a court or- <M-3 in8<* ?y a9 reement or pursuant party shall bl incilltea ! he 1ability of such from the date when s ^ h nalinV nerest on such SU1" of actual p a y m e n t s r S i ^ S J S* 1 1 due unbil the date the maximum lawful rate) of thT-ei>nI!Uin 0t excess of three-month deposits in 3 Percent above the rate for currency of p l a i n t Is market in the 1 1 : 0 0 a m ., S o ! ! time on Citibank N *A * aa of be due. ' n tbe date when such payment shall CAMC-Greco-001074 -17- REDACTED DOCUMENT d '.'S S L T T U s : CYPRUgf-^MINES CORPORATION BY. Nanfe: Title: ^t TALC DE LUZENAC S.A. ByName: Title: A / fas CAMC-Greco-001075 -18- REDACTED DOCUMENT 34 CAMC-Greco-001076 REDACTED DOCUMENT AMENDMENT TO EUROPEAN STOCK PURCHASE AGREEMENT AMENDMENT dated as of June 30 , 1992 to the EUROPEAN STOCK PURCHASE AGREEMENT dated June 5 , 1992 by and ^ c o r p o r a t i o n , a Delaware corporation , .. ) and Talc de Luzenac S.A., a company organized under the laws of France ("Buyer"). g WHEREAS, on June 5, the parties entered into the European Stock Purchase Agreement (the "Agreement"); WHEREAS, the parties desire to make certain the p S tils? 3 0 9 6 8 t 0 *** Agreement to the intent of NOW t h e r e f o r e , in consideration of the mutual S S y negr" a f I S iSw s ?1" " * in the A9ree"ent' the Parties delete *specified^ord^and ^ (a) On page 1 , first WHEREAS clause, line 4 insert "through its wholly owned subsidiary Cyprus Industrial Minerals Corporation, a Delaware corporation ("Cyprus") is the beneficial owner of all outstanding shares of capital stock of" after "and". (b) on page l, first WHEREAS clause, line 6 , insert "Mineralien", and", before "together". (c) On page l, third WHEREAS clause, line 4 , delete "the Companies" and insert "CIMF" after "of". (d) ?JLpagu 3' at th? en<* of Section 4(c), insert T^ei_S^ars . M i n e r a l i e n are owned of record and beneficially by Cyprus. Cyprus has good and valid title to the shares of Mineralien, free and clear of any Encumbrances. 2 . This Amendment may be executed in one or more counterparts and each counterpart shall be deemed to be <in original. CAMC-Greco-001077 REDACTED DOCUMENT atbhoivseawmreintdtmenL.tITM Et L TM Aggremem4enntthoonnPtthoe!1 ddaSy^and ydeUalry feixresctutJ. CYPRUS MINES CORPORATION TALC DE LUZENAC S.A. CAMC-Greco-001078 2- REDACTED DOCUMENT 35 CAMC-Greco-001079 REDACTED DOCUMENT fiimc FRANCE SCHEDULE S-3 The outstanding capital stock of Cyprus Industrial Minerals de France of is fully paid and entirely owned by Cyprus Mines Corporation. CAMC-Greco-001080 REDACTED DOCUMENT jjilSTRON MINERALIEN GMBH SCHEDULE 5.3 Capital outstanding: CAMC-Greco-001081 REDACTED DOCUMENT 36 CAMC-Greco-001082 REDACTED DOCUMENT SCHEDULE 5.5 r/llSTRON MINERALIEN GMBH The 1991 Financial Statements of Mistron Mineralien Gmbh have not yet been prepared. . CAMC-Greco-001083 REDACTED DOCUMENT 37 CAMC-Greco-001084 REDACTED DOCUMENT jyilgTRON M1NERAHEN GMBH SCHEDULE 5.fi Changes and events since December 31 , 1990: 1) Salary increase effective April 1, 1991 of 5 .1 % (in the case of one employee: 6.2% ) 2) Enactment of Pension Plan effective March 1 ,1 9 9 1 (see Schedule 5.1 4) iV \ CAMC-Greco-001085 REDACTED DOCUMENT 38 CAMC-Greco-001086 REDACTED DOCUMENT SCHEDULE 5.11 BJHSTRON MINERALIEN GMRH " ia) (IV) Employment Agreements between Mistron Mineralien Gmbh and: - Mr. Herman A. O. Priester, dated July 1, 1984; - Mr. Achim Brauch, dated March 2 5 , 1988; ' Mr. Michael Kuhn, dated July 15, 1988; " - Ms. Annemarie Ochner, dated November 17,1986; and Ms. Roswitha Arz, dated July 1, 1991. ' tt: CAMC-Greco-001087 REDACTED DOCUMENT CAMC-Greco-001088 39 REDACTED DOCUMENT SCHEDULE 5.14. jgiigTROIM MINERALIEN GMBH pension Plan for all employees of the company as of March 1, 1991, under an Insurance policy with Victoria Versicherung, AG, dated January 1, 1991. T77sT i -I jCAMC-Greco-001089 > REDACTED DOCUMENT CAMC-Greco-001090 40 REDACTED DOCUMENT AGREEMENT OP TRANSFER AND ASSOMPTION day of JuneGR TM 2 NL r j R"frR *2 ASSUMPTITM ">ade this 5th Delaware ^corporation * Corporation, a Delaware corporation ("Cyprus"). WHEREAS Cyprus wishes to sell and transfer to d e f n e d ^ l o w TM ffl" ' *U f rtai* 'TM ^ * T a : ,Ca0rT La?e t:105 ' have entered into a stock Purchase Agreement dated as of June 5, 1992 (the stock Purchase I g r l e n TM ^ . covenants h e r e S ^ e t T i t ^ consideration f the mutual aascribred Kto them m the Stock Purchase Agreement. and wwiitrhn aannda ssuubbjeWctp tohthKee tHeTMr1msSaa1n^d` coynPdrituiso'nsinofacctohrisdance Agreement of Transfer and Assumption, ageeS II le1 1 a S ' t ranSff ' convey and deliver to^Newco, a n d ^ w c o Transfe?pa ?Sha^6 ' a??ept' acquire and take delivery of the Section 8 ? b W i i i S/a ^ fr tbe consideration specified in ' they exist at the Newco Closing (as Enf^hlnSi K each case free and clear of any * * Encumbrances except Permitted Exceptions. For purposes of A s ^ t s 2 rshalfmenT??Sfr,and AssuP*in, the "TraSs?e?red in inS mean a 1 1 of Cyprus' right, title and interest ever^toe and^' PTPerties' rights and businesses of y ^P and description used primarily in or* reiatinn whohrily t? Cyprus' tal business (the Talc Business"? Whett cu?r4n??S"al " mlXed' taigible or irtagwe ' Section 3 ). bSlOW ibut excluding the assets described in all reford and beneficial ownership of f h lssued and outstanding shares of capital stock of Cyprus industrial Minerals Corporation, a Nevada corporation; Cyprus Windsor Minerals Cv2 ^ awi=?' 3 *ermont corporation and its subsidiary Cyprus Western Source Corporation, a California Y CAMC-Greco-001091 REDACTED DOCUMENT corporation; and Green Mountain Talc Corporation a oowwniesrrssnhiippoorfPS tooffntthhean?issCuyePdSUaSn'droeuctosrtdanadnidngbesnheafriecsial the Iisa0 fSs^fin0 fandMnA SA',a comPany organized under oowTMneerrsshniinp ooff oAff the i^sPsruUesde arnedcorodutsatnadndbiennaefischairaels of capital stock of Nihon Mistron Company. Ltd a Tokyo, Japan corporation (collectively, the "Shares"); m -| . the real Property and mineral rights of the Talc Business and the records thereof; limitation^1!?urreat assets, including without advInces1 aedCdep^itI;ePaid eXpenSeS' deferrad charges, A 1 1 talc inventories of finished products Businis^ 9reSS and raW ffiaterials of the Talc Business; A 1 1 talC facilities and equipment of the Talc fiv-hnifi A 1 1 ^Vsiness machines, furniture and other taAableie' ffice equipment, vehicles and Si- 9 Personal property used primarily in or relating primarily to the Talc Business; extent^ha? 1 ^ ^ 3 ^ 1" 31* 3 and other marks and, to the S TM th tbe ame may exist, all inventions, patents a?d-i^ny copyrights, and registrations thereof, all names; t nS ^ ^ f th for^ oin(3 and all trade (h) All right, title and interest in to and p e t i t s o r d e S aCtS| agreements, leases, licenses, CvS? d i commitments of understandings to which Cyprus is a party or entitled to any right o? interest; ^ All trade secrets, processes, specifications to the iacXsincs; technolw which 1 primarily relating primary^flAe^c'Busneas;""" 0th" data k) All causes of action and claims of anv kind the TlicSB ^ e i ; aa L 0ther Party reUted pril"aril>' to 2- CAMC-Greco-001092 REDACTED DOCUMENT B usin illa s" gong oe ^ ,, and ri9h tS f " ^ provision li any assets S . * S S S reference is incorporated heeiS^shll^ *' Whieh by thls and reserved to and retained eXCepted herefrom and conditions o^ t h i s A r c e m e n t ^ Sub3ect to the terms purchase of the Transferid A s s e t s a t " ^ ^ " 0" " ith.its Newco shall assume and s h a l l TM * at th Newco Closing, of the liabilities or obligatio 5h ffY aTd discharge all contingent or otherwise p r i m a i V ? ^ ^ nown' unknown, Transferred Assets n^-iS*manly relating to the liabilities and o b i S o n f g.WhUt S t a t i o n s , contingent or'otherwise arising!1** nown' unknown, events occurring on or prior to th* ti'ansactions or Lpriiarbnialriitiiyest"o) t.he Transferred Asssseetss (the "Ass*unmded5elatin9 provision of thi s ^ g r e e m e n t ^ f * Notwithstanding any the contrary, Newco shall not Transfer an<* Assumption to not assume ay of ?he folowK en ^ 01?Sfble for a*d shall whether known, unknown continfLablllteS or obligations, "Excluded L U l i S S S h i c f Kr hherwise (the ' from the definition of Assmed fiaM??i^ expressly excluded liabilities or o b l i g a t i o n s ^ ? U itles ! (i> any Excluded Assets, (ii) s o t i S ? ! ? ? - 01* f r b a t i n g to the out of the Montana net proceed^ta l<?K-?b1Sat^ons arislnS liabilities arising outPo? ?ea?ic ?U t y ' W disposed of by the Talc Busin! to properties and (iv) any liabilities or SbligatioL*?-**? WCO closing/ expenses associated therewith) a ? i TM % (inClUdin? costs and arising out of or relating to t h ^ 1"9 ?om any 1;Ltigation businesses of the C o m o a ? L ^ operation of the Buyer has given r S o t i L t Cb?fn9 as to which the Closing Date. Se er within one year of shall be deemed^to~constitute Nothin9 herein assign any contract, agreement lefse9"?*11* r an attemPt to order, or commitment or unde?stadiTMV permit' Party if the attempted a s s i c n m S i ^ 9 to,whfch Cyprus is a consent of the other nart! thereof without the thereof or affect in anyway t h ^ r i a M ^ fonstitute a breach and such consent has not been aivor.9hS4-f Cyprus thereunder cooperate with Newco in anyy r?eeaassoonnaabMloeUa*rraYnPgreUmSenwtil1designed -3- CAMC-Greco-001093 REDACTED DOCUMENT agrle^fi ^ n g ? sr; sdH- " S SUCh " * r ^ ^ ^ ^ r o v i d e S 6'' the Newco ciosingancyprusn,,i it th? .t160" Clnping. (a) At following: 9 ' cyprus w l 1 1 deliver to Newco the nv . stock certificates evidencing the execut^d^lank ^?33? endorsed in blank or with an suitable fJSl i stok power attached, and in form oorr iittss aasssfiiganns^,ra2free and5 Vcalleaird otfltalneytEhnecruemtboratnoceNse;wco certificates^^instrumenting113-f sale' endorsements, S o h o f - ^ t a h L rmtunL StoSihe?ransi:rnednAss:ts in S 2 p" TM i t S r E^ p ? i ^ , of any " n o L A:?h^- " satisfactory'in S S S u S L i r CyPrUS tQ retai" ^ d u d e d bS the following^ 6 NeWC closing' Newc will deliver to Cyprus raa,, ., i;1) .such instruments of assumption aS shall L SaiSfaCtry in form and substance to Cyprus oti & i i i S S T r Newco to assuae a11 ^ of cornnon s t o i k ^ i H e S S ? 1*1" 11" evidencin9 all shares Transferred Assets and that at the Hewoo JlSsLg? good^nd*16 -4- CAMC-Greco-001094 REDACTED DOCUMENT marketable title or possessory rights to all rvF +-v,Q Z F Z r Z Z J i t t h f i ? g l V 5 L ^ d C e ^ s e s for and for the benefit of Newco anv VfSTZiT ' 2* the ex?ense proceedings at law. in eauitv ov^-i-h^ a * 1 actions, suits and deem proper in order to cnni~2r othe^wlse/ which Newco may Of the T?ansfer?ed L e e t e L ? r reduCe to Possession any any kind hereb/lonveyld^ a s S n T aS yfU i : r rlght 0t resist or defend against 2 TM and tran?ferred, or to an Assumed Liability and to^do ail1* f assert^on relating to relation to the i i S s?erred Assess or thin?E in Liabilities which Newco shall deem desirable? successors" nd f t f e n s ^ o ^ J o f * " ;Uthorizes Newco, its telegrams and otherCommunication^ C n d C ? ? 8 1 1 M l 1 ' such items to Newco, its successors anfasligns? 3elivery of Newco, Cyprus s S f f JffeSSS EaEfa V .uPn written request of aTTM;?nC?y~zz??oi jr1" ^ 'tsss^i-'isssrNewco! with??t i?rthe?Con??C??f ln,e " " fut and Oliver to a s s i anl S K E / S 2 ^ 3 E ^ S t f E S , 1J and hold Newco h ^ l S t r S ^ A d <a> .Cyprus shall indemnify s r s - oaused 9 hereof, or (ii) t S ^ S i S i i ^ i S S i l t i l l ? in Section CAMC-Greco-001095 -5- REDACTED DOCUMENT (b) Newco shall indemnify and hold Cyprus harmless from and against all expenses, including reasonable legal expenses, incurred by Cyprus in any litigation against Newco in which Newco is found to have breached^ny of its obligations under this Agreement. * Miscellaneous. This Agreement of Transfer and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law principles, including all matters of construction, validity and performance. This Agreement of Transfer and Assumption contains the entire understanding c L ^ PHrileS-heret With resPe<* to the subject maltS? 9 contained herein, supersedes and cancels all prior agreements, negotiations, correspondences undertaki nr communications of the parties, o r " wlittSn resoertino "atter- This Agreement may be amenae<JPonly by a written instrument executed by the parties. This Y Y Agreement may be executed in one or more counterparts and each counterpart shall be deemed to be an origins!! CAMC-Greco-001096 6- REDACTED DOCUMENT this year IN WITNESS WHEREOF, the parties Agreement of Transfer and Assumption first above written. have duly executed on the day and CYPRUS TALC CORPORATION By: CAMC-Greco-001097 -7 - REDACTED DOCUMENT Excluded Assets The Hamm Underground Mine Property EXHIBIT A CAMC-Greco-001098 -8- REDACTED DOCUMENT CAMC-Greco-001099 41 REDACTED DOCUMENT AMENDMENT TO AGREEMENT OF TRANSFER AND ASSUMPTION AMENDMENT DATED AS OF JUNE 1992, TO AGREEMENT OF TRANSFER AND ASSUMPTION DATED JUNE 5, 1992; by and between Cyprus Talc Corporation, a Delaware corporation ("Newco"), and Cyprus Mines corporation, a Delaware corporation ("Cyprus"). WHEREAS, on Ju n e 5, 1992, th e p a r t i e s en tered in t o an Agreement o f T ra n sfer and Assumption (the "T ra n sfe r Agreement") ; WHEREAS, C y p ru s, Cyprus M in e ra ls Company, a Delaware co rp o ra tio n , and RTZ America I n c . , a Delaware c o r p o r a tio n ("RTZ"), have entered in to a Stock Purchase Agreement dated as o f June 5, 1992 ("th e S to ck Purchase Agreement" ) ; WHEREAS, with the recognition and acknowledgement of RTZ, the parties desire to make certain conforming changes to the Transfer Agreement to confirm the intent of the parties; NOW THEREFORE, in c o n sid e ra tio n o f th e mutual coven an ts set fo rth herein and in the Transfer Agreement: _ *.* c , Tr5n se* Agreement I s hereby amended on page 3 , Section 5, lin e 14, by d e le tin g " li t i g a t i o n " a f t e r "any" and by in sertin g th ir d p a rty claim s (other than employee claim s fo r which RTZ, r e fe r r e d t o a s "Buyer" in th e S to c k Purchase Agreement, i s re sp o n sib le under S e ctio n 7 .4 o f th e Stock Purchase Agreement)" a f t e r "a n y". ,, 2 . Th T r a n s fe r Agreement i s hereby amended on page 4 , Section 7, lin e 5, by in s e r tin g "and s h a ll be e f fe c t iv e immediately p r io r to th e clo se o f business on th e C lo s in g Date" after "Agreement". . . 3 * , ? he T r a n s fe r Agreement i s hereby amended on page 4 , f flS ^ j0n d eleting the la s t three lin e s o f the section and in s e r t in g in l i e u th e r e o f " a l l r i g h t , t i t l e and in t e r e s t o f Cyprus in th e T ra n sfe rre d A s s e t s ;" a f t e r "New co". Sectio n 9 o f . ^ f Transfer Agreement i s hereby 3 S $ t L d!uoS?ng:e " Ctln 9 * " 8 * Representations and Warranties of Cvpniff (a > Cyprus hereby re p re se n ts and w arran ts t o Newco th a t i t has good and marketable t i t l e to th e Shares and th a t a t th e Newco C lo s i n g , good and m arketable t i t l e t o th e CAMC-Greco-001100 REDACTED DOCUMENT -2- Shares# fr e e &nd d e a r o f sny Encumbrances v i l l be tran sferred to Newco* ^ CyPrus hereby rep re sen ts and w arrants t o Newco th at/ t o th e "Knowledge o f Cyprus" (as such t e r n i s defined with resp ect to S e lle r in the stock Purchase A^eem ent)/ i t has good and marketable t i t l e or possessory r ig h ts to a l l o f th e T ra n s fe r r e d A s s e ts (o th er than th e sh a res covered in (a) 1above) and t h a t a t th e Newco C lo sin g/ good and m ark etab le1 t i t l e or possessory r ig h ts to a l l such Transferred Assets/ fr e e and c le a r o f any Encumbrances other than th o se described in Sectio n 5.8 or in Schedule 5.8 o f th e Stock Purchase Agreement, w ill be tran sferred to Newco. (c ) Th r e p r e s e n ta tio n s and w a rra n tie s co n ta in e d in s e c t io n 9(a) h e re o f s h a l l su rv iv e th e Newco C lo s in g u n t i l the exp iration o f the lim ita tio n period under th e applicable s ta tu te s o f lim ita tio n s (or any extension th ereo f) and th erea fter s h a ll expire except with respect to breaches or v io la tio n s theretofore sp ecified in w ritin g to Cyprus bv Newco, RTZ o r t h e i r s u c c e s s o r s . The r e p r e s e n ta tio n s and contained in Sectio n 9(b) hereof s h a ll survive fo r a p e r io d o f one ye a r a f t e r th e Newco c lo s i n g and s h a l l th e re a fte r expire except w ith respect to breaches and v io la tio n s theretofore sp ecified in w ritin g to Cyprus bv Newco, RTZ o r t h e i r s u c c e s s o r s .* y * T r a n s fe r Agreement i s hereby amended on page 5 . section 13(a), lin e 5, by in sertin g " , provided, however, th a t ^13^(a\)r, e Xth eeCil;i4mt ?i t4.a0tii oi5nnss ms eadt efoPur trhsuiann tSteoc ti(oin) 1o 1f .4t hoi sf tSheec t iSotonc k i S S S ? - * A9r ent s h a l l ap p ly t o a l l such c la im s and , in applying such lim ita tio n s , such claim s s h a ll be added to a l l 22! ^ a i v S ma? e a g a in fit Cyprus (re fe rre d t o a s " S e l l e r " in the GW***6r M inerals Company pursuant to Stodk"L it b i l i t i * 4" f th S Purchase Agreement" a fte r v,, _ . ^ * The T r a n s fe r Agreement i s hereby amended on oaae W W I S S i o S ?4 fsfoliows|t0 beC0"* S*Ctin 15 *nd . ^an3feixedrS ^ t s a?ofS" o" S " le tranaf oi ' CAMC-Greco-001101 REDACTED DOCUMENT - 3- 7 T h is Amendment may be executed i n one o r moire counterparts and each cou n terp art s h a l l be deemed t o be an original* . IN WITNESS WHEREOF, th e p a r tie s have d u ly exe cu te d t h i s Amendment t o t h e Agreement o f T ransfer and Assum ption on th e dav and year f i r s t above w r itt e n . y CYPRUS TALC CORPORATION CAMC-GrecQ-001102 REDACTED DOCUMENT CAMC-Greco-001103 42 REDACTED DOCUMENT SECOND AMENDMENT TO AGREEMENT OF TRANSFER AND ASSUMPTION SECOND AMENDMENT DATED AS OF JUNE O , 1992 TO AGREEMENT OF TRANSFER AND ASSUMPTION DATED ^ N E s! 1992 bv and between Cyprus Talc Corporation, a Delaware cirporatiTM ( Newco"), and Cyprus Mines Corporation, a Delaware corporation ("Cyprus"). an int enterea int -- t to .e WHEREAS, Cyprus, Cyprus Minerals Company, a i 5TZ") 'Delaware corporation, and RTZ America Inc., a Delaware have entered ito a Stock Purchase of June 5 ' 1992 ("the Stock Purchase v nlt i and thereafter entered into an Amendment to the Stock Purchase Agreement; ue of RTZ thr S ^ ? l (aWth,th\ reco9nition and acknowledgement t desire to make certain conforming the p^ties^b Transfer Agreement to confirm the intent of N0Jf THEREFORE, in consideration of the mutual covenants set forth herein and in the Transfer Agreement: 1. The Transfer Agreement as amended is herebv amended on page 3 , Section S, line 14, by deleting "third party claims (other than employee claims for which RTZ referred to as -Buyer" in the stock Purchase Igreesen?' is responsible under Section 7.4 of the Stock Purchase ' Agreement) than that Cyprus *a*f*t*e*r "any" Party and by claims inserting for which "third and to and Cyprus Minerals Company are not party claims tlhieableextteont a f L r Uanyi?demnitee Under StOGk Agreement^" 2 . This Amendment may be executed in one or more counterparts and each counterpart shall be deemed to be an original. CAMC-Greco-001104 REDACTED DOCUMENT . _ IN WITNESS WHEREOF, th e p a r tie s have d u ly executed t h i s Second Amendment to th e Agreement o f T r a n s fe r and Assumption on th e day and year f i r s t above w r itte n . Approved by: RTZ AMERICA IN C . CYPRUS TALC CORPORATION By: 'jCfi: d r C -'m jL / CYPRUS/MINES CORPORATION CAMC-Greco-001105 -2- REDACTED DOCUMENT CAMC-Greco-001106 43 REDACTED DOCUMENT BILL OF SA LE AND A SSIG NM EN T THIS IS A BILL OF SALE AND ASSIGNMENT executed this 30th day of June, 199 2, by Cyprus Mines Corporation, a Delaware corporation ("Seller"), pursuant to Section 8(a)(ii) of the Agreement of Transfer and Assumption dated as of June 5, 19 9 2 as amended (the "Agreement"), by and between Seller and Cyprus Talc Corporation, a Delaware corporation ("Buyer"). Capitalized terms used herein and not otherwise defined herein have the same meaning ascribed to them in the Agreement. INTENDING TO BE LEGALLY BOUND and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, its successors and assigns, all of Seller's right, title, and interest in and to all of the Transferred Assets. To the extent that any provision of this Bill of Sale and Assignment is inconsistent with the Agreement, the provisions of the Agreement shall control. IN WITNESS WHEREOF, the Seller has caused this Bill of Sale and Assignment to be executed by its duly authorized officer as of the date first above written. CYPRUS MINES CORPORATION, a Delaware corporation BY: Name: P. CJ Wolf Title: President " CAMC-Greco-001107 REDACTED DOCUMENT CAMC-Greco-001408 44 REDACTED DOCUMENT ASSIGNMENT OF TRADEMARKS AND TRADENAMES THIS IS AN ASSIGNM ENT OF TRADEMARKS AND TRADENAMES executed this 30th day o f June, 1992 by Cyprus Mines Corporation, a Delaware corporation ("Seller ), pursuant to Section 8(a)(ii) of the Agreement o f Transfer and Assumption dated as o f June 5 ,1 9 9 2 as amended (the "Agreem ent"), by and between Seller and Cyprus Talc Corporation, a Delaware corporation ("Buyer"). INTENDING TO BE LEGALLY BOUND and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Seller hereby sells, conveys, assigns, transfers and delivers to Buyer all of its legal or beneficial right, title and interest in and to all trademarks, trademark applications', service marks and tradenames, including all goodwill associated therewith, that are specified on Exhibit A hereto, for Buyer's own use and enjoyment and for the use and enjoyment of its successors and assigns, as fully and entirely as the same would have been held and enjoyed by Seller if this sale, assignment and transfer had not been made. To the extent any provision of this Assignment of Trademarks and Tradenames is inconsistent with the Agreement, the provisions of the Agreement shall control. IN WITNESS WHEREOF, Seller has caused this Assignment of Trademarks and Tradenames to be executed by its duly authorized officer as o f the date first above written. CYPRUS MINES CORPORATfON, a Delaware corporation CAMC-Greco-001109 REDACTED DOCUMENT Exhibit A Page 1 gypri'a PflrtV_________ ; Cyprui Mines Corporation ^Cyprus Mines Corporation I CypruiMine* Corporation tC yp ru Mme* Corporation [C yp ru s Mines Corporation : Cyprus Mines Corporation Cyprus Mines Corporation [C yp ru s Mines Corporation [Cyprus Minerals Company I Cyprus Mines Corporation I Cyprus Mines Corporation [Cyprus Mines Corporation [Cyprus Mines Corporation [Cyprus Mines Corporation [Cyprus Mines Corporation [Cyprus Mines Corporation I Cyprus Mines Corporation [Cyprus Mines Corporation Cyprus Mines Corporation [Cyprus Mines Corporation Cyprus Minas Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation [Cyprus Mines Corporation Cyprus Mines Corporation E g Mines Corporation fvyprua Mines Corporation jw u i Mines Corporation Igprut Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation rjTM * Mines Corporation E * * ?ine* Corporation E * K !"** CorPoration I wus Mines Corporation la S 1* Corporation Mines Corporation Mines Corporation Minas Corporation Mines Corporation P80827 'unknown tra d em a r k s Trademark A C CLAY ADSORSQL ALTAIC ASPEN A T O M IT E BARIMITE CYPRUF1L CYPRUCAST C1MFLX DR1KALITE DURAMITE FURNACE CREEK KOTAMITE M1STROBR1TE MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON CASCADE MISTRON CYPRUSBOI MISTRON CYPRUSPEF MISTRON FROST MISTRON SPRAY MISTRON SUPER FRO! MISTRON SUPER VAPi SavntnrfNumhfr----------- e m a n in e UUUUUUNUISSSSWAANUMJDtBBCF.FwG..Up.Uwoa.oUU..USUSUaSUSuUu5SUUSUeU.UeiUrleuraaeaeSinpn.r.y..ste..sn..a.t..A.wA.l.AiSnnA.Ax.Sh.t.AntAS.et.SSlazS.i.dSngSSSmSnSSharASt-rai.eeee.na,...e.ic..e..A.ac.nJ..a.A..A.AdG.cArur-AANlAaAAdyA,Ao-AnoK--ll--Vdu*-lel-air.im.aN.a-e.a..ao.N.-N..N.Nkox..-NKNN-.--r-N-n-n---.-N-ro-NN---m--ooNNNoNodoNNdioN-oNNeoNN8NNNNN.nNo.NN.NNN.,.aN.so.a.NoooO43ooogooo-.oooooo11o.1onoo1117oo..o5-o,.-d.5,......6o...N...,,2.6..y,.,...,,4815o64N233N1232.1122311711476118114A7m6o1.372-88379323,7,,770o4,,4o3,11,7,7,0203.,2,302,02,161,2N2908,20-.22.1128,/0930,0228787410,4,7019,,74,,27,7,7,2,50021o0,44449,093,2634,444N876254,244655083.107005.23900055306,,,090,318,436,,7o066,2/7,682391976341,76284,65810.,8794021511,8064200048778(16593902467a978168,b0648a8,n45d1o8ned)0000000001000031013013130005800710015007708006/010180/0012/0/3/888/2/3/4/5/870/2/82/157/1/91/52/30/5/13/22/0///027/1/1//21/317/70511//223/0/823/00/60/79131087/1%1028280/93//5/234/+/83/3/38/5/88/7/062/67/86/8/66//79/6166/6//5/684/7/66///644/6456/16/6/447/48/8/868/44840884081844845684440634333454474 CAMC-Greco-001110 REDACTED DOCUMENT /ypnm Party___________ Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprua M ine* Corporation Cyprus Mines Corporation Cyprus Mine Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Minas Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Trademark MISTRON ULTRAMIX MISTRON VAPOR MiSTRON ZETA PLUS MONOBLEND SIERRAUTE SIERRA W HITE SILVERBOW SNOWFLAKE WHITE STEA W H ITE SUPERCOAT SUPERMtTE SUPRA SUPRAPINO UNITED SIERRA PYROPAQUE SIERRA SUPREME YELLOWSTONE TALC MISTRON SPRAY ULTRAM ITE MISTROCARB STELLAR PEaxgheib2it A Countrv/Num bar UUUUUUUUUUUUUJRUa......e.SSSS.S.SSSSSpSSSSg.A.A.aAA..Ai.AAAAAAAAAsnt...-r..,-**--N*a*------NtNNNNNNNNNNNNiNooaoooooooooonooo....,.........,81p111111111111108e2,,,,,,,,,2,02,,n222222772,224767d447777,,7474985i304801111n82218,,,,,,,,,o6,,84,30744329432676740108008380110409807 UU SSAA - NNoo.. 518,393,902,3822 US/NS.A38. 0,N77o.91(,e8x3p0ir,e8d3)1 Date Grimed 03/03/84 00000007383633///////02022225727977//*/////88888883434444 0000038453/////2220292610/////8668836844 0045//1168//8554 0018//0188//9812 1*80827 CAMC-Greco-001111 REDACTED DOCUMENT PEaxgheib3it A niMTA. S.A. SCHEDULE R-1K Trademark 1.185.098/1 "TALCOUVA", applied for on 13th March 1987 and qranted on 20th September 1989 for Class 3rd: Talc Products. 9 m I U^CUM|ENT\ei5 CAMC-Greco-001112 REDACTED DOCUMENT SUPPLEMENT rypnis Party_________ _ Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation ! CypfJS Mines Corporation 1Cyprus Minerais Company II Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation [ Cyprus Mines Corporation Cyprus Mines Corporation [ Cyprus Mines Corporation [ Cyprus Mines Corporation 1Cyprus Mines Corporation KCyprus Mines Corporation I Cyprus Mines Corporation ! Cyprus Mines Corporation SCyprus Mines Corporation I Cyprus Mines Corporation ! Cyprus Mines Corporation ! Cyprus Mines Corporation | Cyprus Mines Corporation sCyprus Mines Corporation |.Cyprus Mines Corporation | CyprusMines Corporation Mines Corporation I Cyprus Mines Corporation ,,Cyprus Mines Corporation I VprusMines Corporation I J * Mines Corporation I Jprus Mines Corporation H Tw2rusMines Corporation ^ ines Corporation ^ ines Corporation ! prus Mines Corporation I J *B * ^ 'nes Corporation Mines Corporation ICynn18 ^ nes Corporation ^ s Mines Corporation PS0527 trademarks Trademark AC CLAY ADSORBOL ALTALC ASPEN ATOM ITE BARIMITE CYPRUFIL . CYPRUCAST CIMFLX DRIKATE DURAMITE FURNACE CREEK KOTAMITE MISTROBRiTE MISTROCARB MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON MISTRON CASCADE MISTRON CYPRUSBOND MISTRON CYPRUSPERSE MISTRON FROST MISTRON SPRAY MISTRON SUPER FROST MISTRON SUPER VAPOR Countrv/Numfaer ite Granted U.S.A. - No. 767,316 03/31/64 U.S.A. - No. 437,025 05/09/47 U.S.A. - No. 1,271,407 03/27/84 U.S.A. - No. 1,276,609 05/08/84 U.S.A. - No. 416,469 09/18/65 U.S.A. - No. 1,244,925 07/12/83 U.S.A. - No. 1,276,607 05/08/84 U.S.A.-No. 1,205,102 08/17/83 U.S.A. - No. 74/144,440 03/04/91 U .S.A .-N o. 1,244,041 07/05/83 U.S.A. - No. 1,246,713 08/03/83 U.S.A. - No. 1,276,605 05/08/84 U.S.A.-No. 1,063,629 04/23/86 U.S.A. - No. 886,957 03/03/70 S/N 380,779 (expired) 08/19/82 United Kingdom - No. 868,418 08/24/64 Greece - No. 32,090 08/13/64 France - No. 83,257 08/12/64 Finland - No. 46,340 03/05/66 Canada - No. 139,280 02/19/65 Benelux - No. 71,923 10/28/71 Belgium - No. 102,577 08/12/64 Denmark - No. 3673/64 11/18/64 Japan - No. 552,002 06/07/60 Mexico - No. 170,002 (abandoned) 11/11/64 Netherlands - No. 153,884 08/03/64 U.S.A. - No. 534,073 11/28/50 Australia - No. A-189,166 07/29/64 Australia - No. 53,206 07/27/64 West Germany - No. 819,565 05/16/66 South Korea - No. 20980 01/13/71 Spain - No. 452,784 . 07/29/64 Sweden - No. 199,404 01/17/86 Switzerland - No. 205,871 11/03/64 Italy - No. 83,257 08/12/64 Norway - No. 66,025 05/15/65 U.S.A. - No. 74/080,117 07/20/90 U.S.A. - No. 1,271,408 03/27/84 U.S.A. - No. 1,271,405 03/27/84 U.S.A. - No. 1,272,268 03/03/84 U.S.A. - No. 1,330,322 04/16/85 U.S.A. - No. 1,271,403 03/27/84 U.S.A. - No. 1,331,497 04/23/85 CAMC-Greco-001113 REDACTED DOCUMENT nrtJS Partii. ,Drus Mines Corporation irus Mines Corporation irus Mines Corporation )fUs Mines Corporation irus Mines Corporation iruSMines Corporation |fUSMines Corporation jrus Mines Corporation irus Mines Corporation irus Mines Corporation jrus Mines Corporation irus Mines Corporation irus Mines Corporation irus Mines Corporation irus Mines Corporation irusMines Corporation irus Mines Corporation irus Mines Corporation irusMines Corporation irusMines Corporation MTA, S.A. Trademark MJSTRON ULTRAMIX MISTRON VAPOR MISTRON ZETA PLUS MONOBLEND PYROPAQUE SIERRALITE SIERRA SIERRA WHITE SILVERBOW SNOWFLAKE WHITE STEAWHITE STELLAR SUPERCOAT SUPERMITE SUPRA SUPRAFINO SUPREME ULTRAMITE UNITED SIERRA YELLOWSTONE TALC TALCLIVA Country/Number______ U.S.A. - No. 1,272,267 Japan - No. 1,248,300 Registration pending U.S.A.-No. 1,271,406 U.S.A. - No. 807,429 U.S.A. - No. 1,271,401 U.S.A. - No. 197,912 U.S.A. - No. 1,279,371 U.S.A.-No. 1,271,399 U.S.A. - No. 1,246,714 U.S.A. - No. 1,271,400 U.S.A. - No. 1,630,531 U.S.A. - No. 1,244,040 U.S.A. - No. 1,063,678 U.S.A. - No. 1,270,450 U.S.A. - No. 1,275,663 U.S.A. - No. 1,273,240 U.S.A. - No. 12,498 U.S.A. - No. 589,928 Spain - No. 1.185.098/1 Date Granted 03/03/84 02/10/77 03/27/84 04/26/66 03/27/84 03/29/83 05/29/84 03/27/84 08/02/83 03/27/84 01/08/91 07/05/83 04/19/77 03/20/84 05/01/84 04/10/84 08/22/66 05/18/54 09/20/89 PS0527 CAMC-Greco-001114 REDACTED DOCUMENT CAMC-Greco-001115 45 REDACTED DOCUMENT ASS1GNMEMT r>F PATENTS THIS IS AIM ASSIGNM ENT OF PATENTS executed this 30th day o f June, 1992 C y p * M ines Corporation, a Delaware corporation <-Sc ll0.r",,.pursuan t t0 .SecUon ; Siallli) of the Agreement of Transfer and Assumption dated as of June's, 1992 as' amended (the "Agreem ent"), by and between Seller and Cyprus Talc Corporation, a Delaware corporation ("Buyer"). INTENDING TO BE LEGALLY BOUND and for good and valuable consideration, to receipt and sufficiency o f which are hereby acknowledged, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer all of its legal or beneficial right, title and Interest In and to all patents, exclusive or non-exclusive rights or Interests In patents, and patent applications. Including all goodwill associated therew ith, th at are specified on Exhibit A hereto, fo r Buyer'sow n use and enjoym ent and for the use and enjoyment o f Its successors and assigns, to the full term o f all the letters patent slating thereto, as fully and entirely as the same would have been held and enjoyed bySeller if this sale, assignment and transfer had not been made. To the extent any provision of this Assignment of Patents is Inconsistent with Ibe Agreement, the provisions of the Agreement shall control. IN WITNESS WHEREOF, Seller has caused this Assignment of Patents to be jecuted by Its duly authorized officer as of the date first above w ritten. CYPRUS MINES CORPORATION, a Delaware corporation BY: i t 3 TM * ? c / w q u Title: president CAMC-Greco-001116 REDACTED DOCUMENT CAMC-Greco-001117 EPaxgheib1it A PATHVTS Cyprus Party Patent Countrv/Number Cyprus Industrial Minerals Company AConmApmoisnitoioAndadndCaoaMteedthModinfeorralMPodwdndgerthe sameU.SA. - 07/824,580 Cyprus industrial M* tfccais Company UCneniftorrimfugIanlflPuaxrDticisletrdibaustsoirfor Having U.SA - * Cyprus Industrial Minerals Company PMaertthicoudlaarnMdaAteprpiaalrsatusfor FrictionSorting of Ausbafia - No. 23168/88 Cyprus Industrial Minerals Company PMaertthicoudlaarnMdaAteprpiaalrsatusfor Friction Sorting of Brazil- No. PI8807707 Cyprus Industrial Minerals Company PMaertthicoudlaarnMdaAteprpiaalrsatusfor Friction Sorting of Canada-No. 577,321 593,916 and Cyprus Industrial Minerals Company PMaertthicoudlaarnMdaAteprpiaalrsatus for Friction Sorting of China - No. 89104404.3 and 88107159 Cyprus Industrial Minerals PMaertthicoudlaarnMdaAteprpiaalrsatus for Friction Sorting of Egypt - No. 743/89 Cyprus Industrial Mfeerals Company PMaertthicoudlaarnMdaAteprpiaalrsatus for Friction Sorting of Europe - No. 88907535.4 Cyprus Industrial It^iierals Company PMaertthicoudlaarnMdaAteprpiaalrsatus for Friction Sorting of Finland- * Cyprus Industrial Minerals Company MPaertthicoudlaarnMdaAteprpiaalrsatus for Friction Sorting of France-No. 8911027 * a te n t nxmiber' imknouu PATE GRANTED 05/23/91 05/17/89 09/14/89 05/16/89 05/17/89 $r ,* *'Aft* m REDACTED DOCUMENT :-Greco-001118 o FVHV5Pmv Patent Country/NumbBT C ypnis Industrial Minerals ii * Company PMaretitchuoldaraMndatAerpiaplasratus fo r Friction Sorting of In d ia-N o33s88. 238//2CC1Sa/!CI//88a99(/88 Cyprus Industrial Minerals Company PMaerttihcoudlaarnMdaAteprpiaalsratus (or Friction Sotting of Italy-N o. * Cyprus Industrial Mu:p:ends Company PMarettihcuoldaraMndaAterpipalasratus lor Friction Sorting of Japan-N o. 50712/88 Cyprus Industrial Minerals Company PMaerttihcoudlaarnMd aAteprpiaalrsatus tor Friction Sortmg of Norway - No. 185/182 Cyprus Industrial Minerals Company PMaerttihcoudlaarnMdaAteprpiaalsratus for Friction Sorting of South Korea - No. 88-700872 Cyprus Industrial Minerals Company PMaerttihcoudlaarnMdaAteprpiaalsratus for Friction Sorting of Spain - No. 2009039 Cyprus Industrial Minerals Company PMaerttihcoudlaarnMd aAteprpiaalsratus for friction Sorting of Turkey - No. 45527/88 Cyprus industrial Minerals Company MPaerttihcoudlaarnMd aAteprpiaalsratus for Friction Sorting of U.S.A. - No. 5,069,346 t* Cyprus Industrial Minerals Company PMaerttihcoudlaarnMdaAtepripaalsratus for Friction Sorting of WO - No. 8.902.328 Cypnis Industrial Minerals Company MPaerttihcoudlaarnMd aAteprpiaalrsatus for Friction Sorting of EP-No. 335,922 Cyprus Industrial Minerals Company PMaeptehromdaokfinRgeducing Pitch and Pulpteg In B arit-N o, PI 8904645 Page 2 Date Granted 10/04/88 08/18/88 01/06/89 05/17/89 06/27/89 10/19/89 l a t e n t umabcT m k o o m Cyprus Party Patent Cyprus Industrial Minerals Company MPaeptehromdaokfinRgeducing Pitch and Pulping in Cyprus industrial MiiVne. r_als Cor.ipany PMaeptehromdaokfinRgeducing Pitch and Pulping In Cyprus Industrial Minerals Company PMaeptehromdaokifnRgeducing Pitch and Pulping in Cyprus Industrial Minerals Company MPaeptehromdaokfinRgeducing Pitch and Pulping in Cyprus Industrial Minerals Company PMaeptehromdaokfinRgeducing Pitch and Pulping In Cyprus Industrial Minerals Company PMaeptehromdaokfinRge-ducing Rich and Pulping In Cyprus Industrial Minerals Company PMaeptehromdeokfniRgeducing Pitch and Pulping in v. Cyprus Industrial Minerals Company MPaeptehromdaokfinRgeducing Pitch and Pulping in Cyprus Industrial M. i`n,erals Company PMaeptehromdaokfinRgeducing Pitch and Pulping in Cyprus Industrial Mineral? Company MPaeptehromdaokfinRgeducing Pitch and Pul(ring in Cyprus Industrial Minerals Company MPaeptehromdaokfinRgeducing Pitch and Pulping in Cyprus Industrial Minerals Company PMaeptehromdaokfinRgeducing Pitch and Pulping in PAS*hH t PEaxgheib3it A REDACTED DOCUMENT __ Country Denmark - No. 4412/89 Greece - No. 890100006 Argentina - No. 312935 Australia - No. 29373/89 Chile - No. 009/89 Europe - No. 89901770.1-2304 Finland - No. 894147 Italy-No- 88/02814 Japan-No. 501646/89 Mexico - No. 14459 New Zealand - No. 277,526 Norway-No. 893578 Date Granted 01/06/89 CAMC-Greco-001120 Cyprus Party ' ? ______ __________ Patent________ Cyprus Industrial Minerals Company PMaeptehnondaokifnRgeducing Pitch and IHilpIng in Cyprus Industrial Minerals Company MPaeptehromdaokflnRgeducing Pitch and Pulping in Cyprus Industrial Minerals Company Method of Reducing Pitch and hilping in P tp w n aU n g Cyprus Industrial Minerals Company PMaeptehromdaokflnRgeducing Pitch and Pulping In Cyprus Industrial Minerals Company PMaeptehoondaokifnRgeducing Fitch and talping in Cyprus Industrial Minerals Company PMaeptehromdaokflnRgeducing Pitch and Pulping in Cyprus Industrial Minerals Company SRaulbinbeesr Composition Comprising PhylBsilfcato Cyprus Industrial Minerals Company SUespinagraTtiuornntMabelethod for Different Materials Cyprus Industrial Minerals Company SUespinagraTtiuornntMabelethod for Different Materials Cyprus Industrial Minerals Company SUespinagraTtiuornntMabelethod for Different Materials Cyprus Industrial Minerals Company SUespinagraTtiuornntMabelethod for Different Materials Cyprus Industrial Minerals Company SUespinagraTtiuornntMabelethod for Different Materials FM** REDACTED DOCUMENT Countrv/Hiimber Pompai - No. 83397 South Africa - No. 890038 Spain No. 2010072 U.SJV. - No. 4,964,955 WO -N o. 8,906,294 BP-No. 374,196 U.&A. - No. 4,431,755 UJSJi.-* ES-No. 2,011740 BH-No. 8,904,173 FH - No. 2,635,475 Alt -No. 8,934.837 PEaxgheib4it A Date Granted. A ... l ^ fa i r i- . V.:. 1-^ - .'.A.. .J IS .', * /--i,,.1 Y . . . ,r- * * V ' 1 -i-' 1 '> . -- ~-- = Cyprus Party __________ Patent________ Cyprus Industrial Miinerals Company USespinagraTtiuornntMabelethod for Different Materials Cyprus Industrial MMarals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minarais Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial Minerals Company Small Particle Separator Cyprus Industrial IVKnerals Company Scnsti Particle Separator Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Cyprus Mines Corporation Benefidatlon o f New York State Talc Benafictated Talc as Filler Removing TremolHe i aRsetnildlaerriang Montana Talc Suitable for use M S f4 -- Country/Number CN - No. 1,040.335 .S JL- No. 07/688,202 Egypt - Mo. * Brazil -N o. * Brazil -No. * Europe - No. * India-No. * South Korea - No. * Norway - No. * Finland - No. * Australia - No. * China - No. * U.S.A. - No. 3.837,582 U.S.A.-No. 4,814.019 U .SJL- No. 3,965,241 .SJV.- No. 4.931,433 Exhibit A Page 5 Pate .granted REDACTED DOCUMENT / REDACTED DOCUMENT CAMC-Greco-001122 1----- -- ----------- SUPPLEMENT PATENTS CYPRUS PARTY PATENT Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in -- ---------------------------- --- ,, Pressure Sensitive Carbonless Copying Systems Cyprus industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating In Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating In Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems COUNTRY/NUMBER Belgium - No. 883,648 DATE GRANTED 06/30/80 Canada - No. 1188513 06/30/80 Europe - No. 0041756 01/18/85 France - No. 0041756 01/18/85 Great Britain - No. 00417567 01/18/85 Italy - No. 004176 01/18/85 Japan - No. 824049 10/24/81 Korea - No. 18339 02/01/85 Luxembourg - No. 0041756 01/18/85 Netherlands - No. 0041756 01/18/85 New Zealand - No. 197297 05/15/84 Sweden - No. 0041756 | I J Switzerland - No. 0041756 01/18/85 1/ 01/18/85 REDACTED DOCUMENT CAMC-Greco-001123 r -- -- -- -- ----- ----------------------- ----------------------- -----------------------1-- -- -i PATENTS CYPRUS PARTY PATENT Cyprus Industrial .Minerals Company New Composition for the Color Developing Coating in Pressure Sensitive Carbonless Copying Systems Cyprus Industrial Minerals Company Rubber Composition Comprising Phyllisiiicate Minerals, Salines, and Quaternary Ammonium Saits Cyprus Industrial Minerals Company Rubber Composition and Method of Incorporating Carbon Black and a Quaternary Ammonium Coupling Agent Salt into Natural Rubber Containing Compositions Cyprus Industrial Minerals Company Rubber Composition and Method of Incorporating Carbon Black and a Quaternary Ammonium Coupling Agent Sait into Natural Rubber Containing Compositions Cyprus Industrial Minerals Company Pharmaceutical Tablet Matrix Containing Talc as a Major Component COUNTRY/NUMBER West Germany - No. 0041756 DATE GRANTED 01/18/85 Canada - No. 490,980 U.S.A. - No. 4,598,105 07/01/86 U.S.A. - No. 4,602,052 07/22/86 U.S.A. - No. S/N264,377 10/31/88 REDACTED DOCUMENT CAMC-Greco-001124 46 REDACTED DOCUMENT ASSUMPTION AqREEMFMT ASSUMPTION AGREEMENT dated June 30. 1992 by and between Cyprus Mines Corporation, a Delaw are corporation ("Seller") and Cyprus Talc Corporation, a Delaware corporation ("Buyer"). All capitalized terms used herein and not otherwise defined herein shall have th e meanings ascribed to such term s in the Agreement of \| Transfer and Assumption dated as of June 5 ,1 9 9 2 as amended, by and among Seller and Buyer (the "Agreem ent"). WHEREAS, pursuant to Sections 4 and 8(b)(1) of the Agreement, Buyer has [agreed to assume the Assumed Liabilities; NOW, THEREFORE, in consideration of the foregoing. Buyer hereby agrees, itubject to the terms and conditions set forth in the Agreem ent, to assume, perform, |pay and discharge the Assumed Liabilities. ' To the extent any provision of this Assumption Agreement is inconsistent with I thA9reen n t, the provisions o f the Agreement shall control. IN WITNESS WHEREOF, the parties hereto have caused this Assumption [Ajreementt0 be du|Y executed on the date first above w ritten. CYPRUS MINES CORPORATION, * Delaware corporation Title : P. c.AJoif President. CYPRUS TALC CORPORATION, a Delaware corporation BY: Na G . J . Malys le: Senior Vice President CAMC-Greco-001125 REDACTED DOCUMENT CAMC-Greco-001126 47 REDACTED DOCUMENT ASSUMPTION and RETENTION AfiPFCtwicMT ASSUMPTION AND RETENTION AGREEMENT dated June 3 0 . 1 9 9 2 by and between cypms Minas Corporation, a Dataware corporation (-Seller-) and Cyprus Talc Corporation, a j Delaware corporation (-Buyer-). All capitalized terms used herein and no, otherwise defined ^ rein shall have the meanln9s ascribed to such terms in the Agreement of Transfer and [Assumption dated as of June 5 .1 9 9 2 as amended, by and among Seller and Buyer (the 'Agreement"). WHEREAS, pursuant to Sections 5 and Stallai) of the Agreement, Seller has agreed to fratain or assume the Excluded Liabilities; NOW, THEREFORE, in consideration of fila foregoing. Seller hereby agrees, subject to if"" m S 8nd C nditi0nS set ,orth Agreement, to retain or assume the Excluded Liabilities. To fiie extent any provision of this Assumption and Rtention Agreement is Inconsistent with the Agreement, the provisions of the Agreement shall control. IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Retention |greement to be duly executed on the date first above written. PRUS MINES CORPORATION, Delaware corporation ame: P. Cfl. Wolf Title: Preskdent CYPRUS TALC CORPORATION, a Delaware corporation Namef: J Mlys Tifie: Senior Vice President CAMC-Greco-001127 REDACTED DOCUMENT CAMC-Greco-001128 48 REDACTED DOCUMENT g ita ti oi 'AV-'t. fitte of jSetreiarg of JStaie I, MICHAEL RATCHFORD. SECRETARY OF STATE OF THE STATE OF DELAWARE. DO HEREBY CERTIFY RTZ AMERICA INC. IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE DATE SHOWN BELOW. rtND I DO HERE5i FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE SEEN PAID TO DATE. ****** * A segar*. lujF<rf <?- JT9J '22177000 CAMC-Greco-001129 Michael Ratchford, Secretary of State AUTHENTICATION: DATE: A349800 1 06/25/1992 REDACTED DOCUMENT CAMC-Greco-001130 49 REDACTED DOCUMENT CYPRUS MINES CORPORATION Consent Action by the Board June 30, 1992 - *We, the undersigned, being all of the Directors of r w . km . *: 'Corporation"), do hereby waive call notice mpptirwr yprus Mines Corporation (the firm. and verify the ollowing oroa,e' Delaware Corporation Law, Section 141(f): ? hereb'' P * t0 autbontY vested by the RESOLVED, that this Corporation hereby transfer effectivp mmo,*- + i Agreement'), a copy of which is a tta ^ e d h e r .o a s S h ib d A T c y t n s & JCorporation, a wholly owned subsidiary of this Coriw atinn yprVa ' ale sr r TM : ? < a r py of which is r s s * * " 5 o,cX s' o, intangible, whethe cnnriy T s f " dZ * ? ' tanBib,li s ; e^ a 7 ; r r io; n r ^ ^ r ; ; r ed -- ,but exc,udin9 ,he " d ^ a s 'r js [a] and andbeneficial ownership of all of the issued f nd Shares of the caPital stock of Cyprus Industrial Minerals Corporation, a Nevada corporation^and corporati otT i I I H 1'en GmbH' a German corporation Comoratinn 3 Pantoh Cyprus Windsor Minerals Cvnm^ w ' ? Vermont corporation and its subsidiary Cyprus Western Source Corporation, a California corporation; and Green Mountain Talc Corporation, a Delaware corporation; and Cyprus' record and beneficial i the 'SSUed and outstnding shares of capital stock of Nihon Mistron Company, Ltd., a Tokyo, Japan corporation (collectively, the "Shares")' ' fb] m ^ E f T mineral ri0hts of theTalc BusTM " * * ' IS CAMC-Greco-001131 REDACTED DOCUMENT [C] [d] le] [f] [g] fhj [J [j] [k] [l] All current assets, including without limitation, all cash and to the extent that the same may exist, ail cert ficates of deposit, accounts receivable, claims, prepaid expenses deferred charges, advances and deposits; P 9All talc inventories of finished products, work-in-proqress and raw materials of the Talc Business; P All talc facilities and equipment of the Talc Business; All business machines, furniture and fixtures, supplies office useJnrfm l' i'eh'deS nd other tangible personal property used primarily m or relating primarily to the Talc Business^ All trademarks and other marks and, to the extent that the same may exist, all inventions, patents and any copyrights ffonrelgoo|in9,g ana!d!0anl(lf trtahdeerenoafm' easli; aPP*ions for any of the All right, title and interest in, to and under all contracts agreements, leases, licenses, permits, orders, commitments 3any" ^ * ^ a" M ad * teChn'aYAll trade secrets, processes, specifications, desians SSKS W h i0 h fela,epriTMrilVt0 - Tate All contracts, books, records and other data relatino primarily to the Talc Business; relating All causes of action and claims of any kind of CvDrus Businessf"7 ,her ^ relatad > ^ TM c concern; a"d ^ f the Talc Business as a going ?~ e Excluded "y Liabilities as descr''iabbeodvien-trhee^raencedd ^itteemrnss'' "f T w,th the exception of auch right, title, or i n t e S ^ ^ ^ ^ ^ W no hereof if any consent n e ra s s a ^ to s,,nh no ' bd daemed ,0 be conveyed interest conveyed or in other sig nifi^r^m oneta^tnon-tarO ^^ further businesses to C yprus^alc^o^poratten ^vny ? SetS- pr0p8rties. rights, and confirmed, and Ip p r o v d ^ n d " Y ' Corporat' " hereby ratified. CAMC-Greco-001132 REDACTED DOCUMENT confirmed and? aapt ptrhoeveTdr;aannsdferfuArthgererement, as amended, is herebDyy rraattiiffiieedd, RESOLVED, that the President, any Senior Vice President, Vice President the h empowered an''^ ss,s,aJn t Secretary of this Corporation are h and directed to convey the Shares to Cyprus Talc erebyauthc Corooration taondd to execute and deliver such stock certificates stock documents and to take all other steps which may be necessary or desirable in connection with such conveyance. y aesiraDle :ttp S d V te ed ;*H Corporation on the date hereof. Deborah J. Frie lhBB oard o ' CVPrus mambars f tha Board of DiraotOTa < Assistant S e c r e t a r y !^ f CAMC-Greco-001133 REDACTED DOCUMENT CAMC-Greco-001134 50 REDACTED DOCUMENT RTZ AMERICA INC. Officer's Certificate I, Arthur Glass, President of RTZ America Inc., a Delaware corporation ("RTZ"), pursuant to Section 8.3 of the Stock Purchase Agreement dated as of June 5, 1992, as amended (the "Purchase Agreement"), by and among RTZ, Cyprus Mines Corporation, a Delaware corporation, and Cyprus Minerals Company, a Delaware corporation, hereby certify that (i) each of the representations and warranties of RTZ contained in the Purchase Agreement are true in all material respects at and as of the date hereof with the same force and effect as though made at and as of the date hereof, except for changes permitted or contemplated by the Purchase Agreement and except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true in all material respects as of such date, and (ii) r t z have performed and complied in all material respects with all its undertakings and agreements required by the Purchase Agreement to be performed or complied with by RTZ prior to or on the date hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of June-i?, 1 9 9 2 . CAMC-Greco-001135 REDACTED DOCUMENT 51 CAMC-Greco-001136 REDACTED DOCUMENT RTZ AMERICA INC. Secretary's Cerbi fi r-a-i-Q and Incumbency Certificate The undersigned hereby certifies that he is the Secretary of RTZ Amsrica Inc., a Delaware corporation ("RTZ"), and that, as such, he is authorized to execute this Certificate on behalf of RTZ, and further certifies, as of immediately prior to the consummation of the transactions contemplated by the stock Purchase Agreement dated as of June 5, 1992, as amended, (the -Purchase Agreement"), by and among RTZ, Cyprus Mines Corporation, a Delaware corporation, and Cyprus Minerals Company, a Delaware corporation, as follows : (i) attached hereto as Exhibit A is a complete and correct copy of the resolutions of the Board of Directors of RTZ authorizing the execution and delivery of the Purchase Agreement and the consummation of the transactions contemp1ated thereunder; (ii) the following person is a duly elected, qualified and acting officer of rtz and the signature appearing opposite the name of such officer is his true signature: Office iLicmaturs Arthur Glass President % A tf CAMC-Greco-001137 CAMC-Greco-001138 REDACTED DOCUMENT Exhibit A RESOLUTIONS ADOPTED BY THE BOARD OF RTZ AMERICA INC. AT A SPECIAL MEETING HELD ON JUNE 5, 1992 _ .. PEREAS, Cyprus Mines Corporation, a Delaware Corporation (seller"), is the sole record and beneficial 311 iSS2ed and outstanding shares of capital stock (the -Shares) of Cyprus Talc Corporation, a Delaware corporation ("Newco"); eiaware WHEREAS, Newco is the sole record and beneficial ofnnrh0f a1j1SfUd and outstanding shares of capital stock c L S ? ? rtIndIrtrial ?inerals Corporation, a Nevada corporation, Cyprus Windsor Minerals Corporation, a Vermont c o S ^ a t TM ' ano H subsidiary Cyprus w L t e r n ^ u f c l Tal? coraofatio?11 nr?ia corP oration' and Green Mountain L Delaware Corporation, and is the record share? ^ d i m t a I ^ T f TM f the issued and outstanding ' a company organized under the laws of Spain and is the record and beneficial owner of ^ H o f the Tokyo, Ja"planUcoSrtpaonrdaltDi?onsha(rceosllefctNiivheolyn tMhiec r"oOnthecr" Companies"); and y, a - . WHEREAS, Seller desires to sell or cause the sale daSireS t0 - - e s ; ale together w ^ t h f S c S t a l S * (the Agreement"), among Seller, Cyprus Minerals Comoanv a Delaware corporation ("Cyprus"), and the Coraoration , substantially the form distributed to directors at this meeting and to be included with the minutes of this meetina t r ^ L f0? ^ P" * TM by the c o r p o r e o ? t a s S S ^ i t h ? r e b ? h IeherKWlth a11 transactions contemplated th?TM^ y afe aPProvedr With such changes as 7f?residn' bbe Secretary, the Treasurer or any Director AUhrized Deicer") of the Corporation may pp.oye, such approval to be conclusively evidenced bv the execution and delivery thereof; and y the . FURTHER RESOLVED, that each of the Authorized sa S^So?r?iz?eed^ ttoata*ktee,aCohrScUaCuhsAeutthheoriCzoerpdoOrfaftiiocnerohreraenybyofis,its an??ldareS<t0 ta3ce' any actions they deem necessary or 2 ^ ? K iat% n ?rdff to obtain any and all necessari orders and approvals under pplicable statutes or regulations, including federal, CAMC-Greco-001139 REDACTED DOCUMENT state, local and foreign statutes or regulations as mav A g ^ e n t ; a n d rry Ut ^ ' " actions contemplated by the Office!-: , RESOLVED, that each of the Authorized Officers be, and each such Authorized Officer herebv is H e S S riZSd^ d directed to do and perform all such acts' f e?s and thln<?s and to make, execute and deliver or cause to be made, executed and delivered, all such applications s s s s r* corporation as each ^ c h t a t t S r ^ d ^ i c e r m a y d e e " f 2 Z " s ^ S ,- S S 2 '* S r I 3 s s s T J Z rz s L s a s r i a s s i s -- *- - " t ^ y a .-* ^ s f l & s s r s 3 ^ - K "- s 3 ; " CAMC-Greco-001140 -2 - REDACTED DOCUMENT 52 CAMC-Greco-001141 REDACTED DOCUMENT OFFICER'S CERTIFICATE CYPRUS MINES CORPORATION ' ~__ . . I' p * c * Wolf, President of Cyprus Mines ^c^Pc^etion, a Delaware corporation (herein 1 1 0 /1 m m * S t o c r ? S c h a f ^ r e ^ e n r " he0. ^ ? : ^ n ^ , (C)d f t 1* The representations and warranties of Mines referred tn l .2 "0 in? 12(b) of the Agreement a ^ true in f f ? respects except for changes permitted or contemplated by the Agreement and except to the extent specifiedrS t e Se"tatinK0r warranty is made as of a warrntvdif TM ? Whi?h Case such Presentation or ty-*iS true in a11 material respects as of such the reprsentt? t0 th extent 1110 untruthfulness of t:nSi5eprfSentatlons and warranties in the aocrrecrate would not constitute a material a d v e r s ^ h ^ S S unanticipated and undisclosed material liability the Companies (as defined in the Agreement) as Scholl. 2. Mines has performed and complied in all material f S f JT11* 11 of its undertakings and^greements it^xceppt? }to tthheeASttnennntnntont-0choampvliabneceen cinomtphleiedagwgrietghatbey would not have a material adverse effect on the talc asSanwholl **" 0O"paniaa <aa fined in the Agreement) Ceourhpsorcartiiwonlthis %30trh d^ay ^of Jnune:, . 19 9 r2 . 1i?e^^ ATTEST: ahMsi,,nee"s to (CORPORATE SEAL) T~7 P*^C. Wolf,/president Cyprus Minefct Corporation CAMC-Greco-001142 REDACTED DOCUMENT 53 CAMC-Greco-001143 REDACTED DOCUMENT TALC DE LUZENAC S.A. Officer's certi finai-* 1, Dr. Graham B. Lawson, Director of Talc Luzenac S.A., a company organized under the laws of France ("Luzenac}, pursuant to Section 11(c) of the European stock Purchase Agreement dated as of June 5, 1992 (the Purchase Agreement ), by and between Luzenac and Cyprus Hines Corporation, a Delaware corporation, hereby certify that (i) each of the representations and warranties of Luzenac contained in the Purchase Agreement are true in all material respects at and as of the date hereof with the same force and effect as though made at and as of the date hereof, except for changes permitted or contemplated by the Purchase Agreement and except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true in all material respects as of such date, and (ii) Luzenac has performed and complied in all material respects with all its undertakings and agreements required by the Purchase Agreement to be performed or complied witti by Luzenac prior to or on the date hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of June 30, 1 9 9 2 . Director CAMC-Greco-001144 REDACTED DOCUMENT 54 CAMC-Greco-001145 REDACTED DOCUMENT CYPRUS MINES CORPORATION SECRETARY'S C F R T lF ir a t c AND INCUMBENCY C E R T IF IC A T E The undersigned hereby certifies th a t he is the Secretary of Cyprus Mines Corporation, a Delaware corporation ('C yprus M in e s'), and that, as such, he is authorized to execute this .certificate on behalf of Cyprus Mines, and further certifies, as of im m ediately prior to the [ c0"SUmrnatiOn f ,h e transactions contemplated by the Stock Purchase Agreem ent dated as U June 5 , 1 9 9 2 . as amended, (the 'Purchase A greem ent'), by and among Cyprus Mines ^Corporation, Cypurs Minerals Company, and RTZ Am erica, Inc. as follows: (I) attached hereto as Exhibit A is a complete and correct copy of the resolutions Eofthe Board of Directors of Cyprus Mines authorizing the execution and delivery of the purchase Agreement and the consummation o f the transections contem plated thereunder: () the following persons are duly elected, qualified and acting officers of Cyprus |m es and the signature appearing opposite the name o f such officer is his true signature: NAME [Philip C. W olf [Gerald J, Malys 1E- Huffman OFFICE President Senior Vice President Assistant Secretary y us Mines Corporation this dav of June, 1992. CYPRUS MINES CORPORATION. BY: Kevin ll^oughrey. _CAMC-Greco-001146 REDACTED DOCUMENT EXHIBIT A Agreement dated^une^^iggj 'as^m* d6^ * 1" Stock Purchase among Cyprus Mines Cor^oatiin c^rSf^inS J?ne 24' 1992 ' ^ i M ? r A0 a a i r i i e aD" ? y f and obUgatioAs thereunSer i ? r ^ \ r l S S o S S S r S T m t h S W c f S e A i d e n t , thePcoatrou4ran? SSnOr Vioe **" * , Assistant Secretary of thiScorporatici' Secretary or designated by any of the foreaoin "i. r any person take such action as is n e c e ! TM 2r i TM y afe aUthorized to effect to the foregoing risolutiTM ?PPS?iatB to give limited to the authoritv to ' 1"olu<ling but not conditions of the A g r e e d ? anS tf-S ?tS *5 the teras aTMJ such documents as may ?" Such fff?o Ute and daliver all appropriate to carry out the i n t e ^ V ^ " ^ ? " ! ^ " CAMC-Greco-001147 REDACTED DOCUMENT EXHBIT A STOCK PURCHASE AGREEMENT AMONG CYPRUS MINES CORPORATION CYPRUS MINERALS COMPANY and RTZ AMERICA IN C . Dated as o f Jun e 5 , 1992 Sten 'W. CAMC-Greco-001148 REDACTED DOCUMENT /here-i STCK PUR? HASE AGREEMENT d a ted as o f Ju n e 5 1 9 9 2 (herein , to g eth e r w ith the Schedules and Annexes a t t a hin MMiinneesscCoorrpDoorraattiimo nit, 0 a De?lahwe ar"&e aCrsoSrBpgoQra"ti)o nby and (Se among ller? Cyprus M in erals Company, a Delaware c o r p o r a t i o n V c S m i n )America I n c . , a Delaware c o r p o r a t i o n ( " S u s a ? ? ? " RTZ Tal? c m o ? 4 tio n S f ? ia corP o ratio n ; and Green Mountain and is the rSrd shares o f DIMTA s a a Spain and i s ^ . * ^ 1?**^s f ue^ an<* o u tstan ding B TTo^kvJoda jpa!LnUecoiripnodriaJti?onsha(reeoslloafotNiivheolny Mtihsetr"ofinthcsrSPm yy ' a* s e t fo r t h " s e l S r ' d e ^ i J 11? te r f ? and c o n d itio n s h e r e in a fte r Buyer **" " le f ' r e p r e s e n t a ? i o n s ^ ^ i ni;erii;S;" e?Sin d in BSyeVanfsIuer ^reSf in ntaina<1' the follow ing ARilUliG 1 DEFINITIONS p r in c ip le s "^S o i i S l i S q, p] gg " " ans th e acco u n tin g f o r t h ^ i ^ f r i e ? ^ 3 PrOCedUreS o f th a t fo r th in S e t f i ^ t a - ECaE2aai> Sha11 have th e " n i " 9 * e t -1 - CAMC-Greco-001149 REDACTED DOCUMENT in Section 7?4 (af. nyf*P" sha11 havs the meaning set forth other Person^directly ' any b y, or under common c o n t r o l s L ^ S t ^ r ^ ^ o S ? ^ 011^ properties an ^ righ ts^ o f , means a l l a s s e t s , R eferen ce B a l a n c e s h l e t f * * Companies recorded on the Section Sha11 have th e w a n in g s e t fo r t h in forth in S e c t i ^ ^ e ^ ^ 1 Sha11 have th e meaning s e t forth in Section s h a ll have the meaning s e t S e ctio n 7 .6 ? laim S sha11 have th e meaning s e t fo r th in S e c tio n 3 . i ? l0S1TV7 sha l l have th e meaning s e t fo r t h in Section 3 . l . l0Slnrf sha11 have the meaning s e t fo r th in amended. " eailS th e e t e r n a l Revenue Code o f 1986, as O"CtohmerpaCnoym*; p an fes^ an de^aecahcha^nndd ^ verS0o1n1e ^o 1f ^th1e3^mNsewh caol l abned ath e s e t fo r t h in f e c t i o n ^ 7 1 ' l ftqr<a^ ppt " s h a ll have th e meaning the term s " c o n tr o l 1e d ^ y ^ a n c j5"under r r e l a t i v e m eanings, as used w ith r e s p e c t to anv L ^ common c o n tr o l w i t h " ) , d i r e c t l y o r i n d i r e c t l y o f^t-hf" 011' means th e p o s s e s s io n , d ir e c t io n o f th e m a n a ^ m e i t ^ n d ^ o f L ? 0 d i5e c t o r cau se th e whether through ownership o f vo+.?l i c i e s ? f such Person, or otherw ise. h lp f votin<? s e c u r it ie s , by c o n tra ct in Sectio n sfo r th in s h a ll have the meaning s e t fo r th ic s h a ll have th e meaning s e t -2 - .CAMC-Greco-001150 REDACTED DOCUMENT , yii -FS Section ll!i(S ) ? ^ " Sha11 haV thS meanin9 st forth in other independent^accountina firm8 EfnSi & Youn9 or any Seller and Buyer? * 9 firm mutually agreed upon by Section 5 _ shall have the meaning set forth in Section s . i f j i i r ^ " sha11 have the meaning set forth in foreign a n d ^ l ^ f f f f S ^ t ^ I fe d e ra 1 ' s t a t ^ code, l i c e n s e , p erm it a u th o r iz a ? ? TM * 1* 1106' r u l e ' r e g u la t io n , o rd er, ju d g m en t7 d ecr4 e i n l S S ? TM ' app5o v a l' c o n se n t, agreement w ith tl0 J ; requirement or interpretation thereof, in 5 ? ^ TM judicial relating to (x) the n the closin9 Date of the environment, (including' r restration water vapor, surface water w^th?ut limitation, air, supply, surface land, subs4rficriander4i?itnlci3g W fter or any other natural resource) or Eia * and animal life the use, storage reeven ,,,,Cel ' F the exposure to, or tr a n s p o r ta tio n ^ ap ro o e ssin a 9 ,hanrt?f,,e n t i ? " " < . Release or d isposal o f Hazardou^snh' lab e lln 9 > production. Environm ental Law in c lu d e s w ?SiS5ib? ? a? c e s * The term Comprehensive Environm ental R e s ^ o ? L 1nin ita tio n i 1116 fe d e r a l L i a b i l i t y A c t o f I 9 an i n f e Compensation and Reauthorization A ct8 fsara? Control A ct o f 1 9 7 2 ^ d m e n t s and Federal Water P o llu tio n C lean Water A c t , th e fe d e r a l ^ e s o u r e 11^ 1* A c t ' , fe d e ra l Recovery A c t o f 1976 fin c lu d iS o t h f S . C n5e rV a tio n and Waste Amendment t h e r e t o ? 1 t h ^ t S Hazardous and S o lid and th e fe d e r a l T o x ic suhefan/a fe d e r a l S o lid Waste D isp o sa l eInf fseecctt icoindeth,e FCunl lgsiicniodeDSaantde^Rod2en-f"c1?Cni?dHerAi c t i eacthhea^ ein? a l anything in t h is loreemon+\ However, notw ithstanding Laws" s h a ll n ot in clu d e "En viron m en tal l i a b i l i t y ; and ( ii) l a S s a L ^ ? ei a tin g to product h e a lth o r s a f e t y in c lu d in g w i L w ^ l i S i t a t i l S ^ i 11? huaan s t a t e O cc u p a tio n a l S a fe t y and H e a it i fe d e r a l and Health A cts ( c c l l e c t ! ^ , S S ? ." d S e c u r it y A c t ^ f * 1 9 7 4 * nL ^ e n d e d ? Y8e R e tire lte n t Incone M inerals d e ^ S S I l ^ ^ l ^ g ^ ^ J ^ ^ u s t r i a l -3-- CAMC-Greco-001151 REDACTED DOCUMENT section s.sf** PrP a n y " sha11 hav the meaning set forth in set forth iSiSlctiorl!'?.fit^ PW Il3:" Sha11 have tha w a n i n g forth in Section^s^s.^tat W n t S " sh H have the meaning set property se^f^rth^on^Anne x pf9Porty" shall mean the -ear any "Haaargcaug H t t f T l M f classified as hazardous? toxic or deai9nated or Environmental Law. whether hv *-wmrad*i?aCt*ve Vnder anY anv suhfitanro /-.r-.jyf--i_ f_ ^ 01^ ty cpientity, including Hazardouss^stance^includes,Without ^imitatio* " * lmprovementsSA c t ? o f 1 S7 6 ? ^ e."- ^ cett~Rdln A n t it r u s t ^s to the t e r m f S f & I g " " ^ P lrty indaanifiad Pursuant meaning s e t^ S t h ^ '^ I e ^ ^ i ^ t s " s h a ll have the Knowledge" " J" *5 S6" 1 o r "O th er Huffman, j . d. L e ssn e r m t f * Bey1' R *J * B u e ttn e r, D .E . or B,R . W right. ' *J * Lorang# L *J * Verfce s t , p . c . W olf in S e c tio n l f f f ^ pr9pPrt y " sha11 have th e meaning s e t fo r th Section 5 . sha11 have the meaning s e t fo r th in CompaniQ? w means a l l R eferen ce eB a lan cebS h e e t ? nS f **" Co" * a n ia r d e d on th e -4- CAMC-Greco-001152 REDACTED DOCUMENT li.^****"Section Sha11 have the ^ n i n g set forth in forth in S e c t i o n ^ .g^opftrty" shall have the meaning set is not a Represented E m p l o y e e ^ m e a n s any Employee who in the Preamble? CoW ,nT,J*2 shall have the meaning set forth have been ^ i r e d b j T a^ e asSneS? inf0rmation "hich should L ir a n g 7 L jR.D. Baker, f 7f . Beyl V j S S J 6 Person in Position of Lessner, M.j. 2*E * Huffm*h, J.D. and having his resp^tive* l l Wolf or B `R * Wright deemed to include toe representation=f S CtS (which shall be given by Seller to Buver in S f l 0118 and war*anties to be have caused such reasonable ^which should which enquiries would have p ^ i d e d ' L S f ' forth in 8ha^ have toe meaning set partnershipf^trust or^nincorno^^^S81' corP oration, government^ or any agency or S S S S l ^ S S S to^eof. 5 .1 4 . "Elzn" shall have the meaning set forth in Section forth in Section*!?!! shall have the meaning set on or p r io r ^ t o "*toe*cios ^ " eans any Tax Pr io d ending nean "y T period th a t i s M 4 r ^ 4 i ! ^ E i 2 dr * r lo d " meaning setP fIrthigg1I e S i g n n?.a!i,1'fl'""nt* 8l" U hava tha in Sectlon"fi!f?h a W Pr1TM " sha11 the meaning set forth in Section fft? Y" shall have the meaning set forth balance s h ^ fflthl " " OODbinad of Harch 31, 1 992 included in tha p S a n o S ^ t e ^ s f 68 " -5 - CAMC-Greco-001153 REDACTED DOCUMENT release1 9601(22). has the same definition as in 42 U.s.c. mb aemr gbaerinoinfg agreem ent. who7 covveerreedd**bbvy"7a Ecmo^l loeycetei v e i s a d e c la r a t io n s , in form atio n retu rn s1*" 1* ' r e p o r ts ' e s tim a te s , nature w ith r e s p e c ^ o ?axes s t a t f ^ n t s o f any ' c o n s o lid a te d fe d e r a l income ta x ^ e t u ^ e ' ? * ^ 01* l i m i t a t io n , Group, d ecla ra tio n s o f estimated S e lle r's required to be file d with resn St- f f ? d ta x s p o r t s r e s p e c t iv e incom e, p r o p r e s I f o ^ r l t i o S ? * " 168 " t t e i r fo rth in S e c t io n ^ ll? 2 ? ^ ^ ^ s h a ll have th e meaning s e t (as d e f i n e d ^ " s I c t i o Tr i 5 0 4 ( a ? 1o f " t t 2 r "X "" ^ a t e d group the lim ita tio n s contain** e ^ode w ithout regard to Cod^ttoh ast eilnl ec lru d(eosr athneoths eeru r o env n ! 4(t) f the meaning s e t fo r t h i n ^ s c t i o n S f l ^ ' ^ 18" sha11 have th e Pream ble. "S t a s a " sha11 *>ave th e meaning s e t fo r t h in th e an in d iv i d u a l? Sin ^w h ith "an o th ]Llnean any Parson (o th e r than Of re co rd , s e c u r itie s or n hK per8on owns' b e n e fic ia lly or f i f t y p e r c e n t (50%) or m o r e ^ f ^ h f i n t e r e s t re p re se n tin g eq u ity in te r e s t in such P e r s o n .^ a99regate v o tin g power or or fo r e ig n S ^ o m " g S ^ r e c e i S t s ^ L f f i t * '* 1 ' S t a t e ' lo o a l S iS S V K " cise 5 a t i e " o r a d d itio n s ! . hnf . L l ? 5 f B- . an r e s p e c t o f such added, t r a n s fe r and s im ila r ta x e s use' value Athgereecomnesnutm. mation o f th e trraannssaaec tti?oonis Pcon?teminplcaotendn ebcytiot hn i sw ith meaning s e t ^ i o r t ^ i n ^ S e c t i o n ^ ? ^ ? oTT>r>aT1i * a " sha11 have th e CAMC-Greco-001154 -6 - REDACTED DOCUMENT g&kK ftND PURCHASE Op SHA^pg s u b je c t t o th e c fS d itiS n s ^ c S S tS iS d i ^ 0 0 . 1* terms and and t r a n s fe r t o Buyer, Sr cause t h f f e in '^ Sf l l e r w i u sel1 CBluoyseirn og ,f , thaendS hBauryeers. w i l l Ppuur<S=snhalsae^ JannSd al ec c eanp?t, t raat ntshfee * to V**co n sid e ra tio n *o f ^the^ l ^ a n d * * ^ * paVffl*nt. In 2 .1 , Buyer hereby agrees to pav t S ^ S i pursuant to Section o f (the 11Purchase P r ir o ii) Purchase price as provided in Section 3 . by wire tra n sfer ARTICLE 3 CLOSING ftfjp TERMTM^fT*?ff provided fSr'"`h e r e i ^ ( t h e " S S s i i S H f n g . ? f th e t r a n s a c tio n s o ffice s o f Sullivan & c S o m S ffi? York, New York a t 10:00 S m * ? " p lac a t the - Br? ad s t r e e t / New provided a l l conditions s e t 'fo iiS * ***!<**s a t i s fi e d o r , i f on 2ih 2,4. r t *\.in n Ju n e 30' 1992 7 and 8 are s a t i s f i e d , on th e f i f t h busi22UC2 c o n d itio n s are n ot s a t i s f a c t i o n o f 2 l l c o n d ???i2 eSS day f o l z wing th e I t(other than th e c o n d itio n s s n fc ? ? ? 2 ? ^ in A r t i c l e s 7 and 8 which s h a ll be s a t i s f i e d t h ^ r i ^ f ^ S e c tio n 7 ,6 and 8-6 , ftiianfcefi"a)n. d p la c e as BuYyerr aannda SS ee llllee rr ss hh a? l?li ' ag rreea t (tshuech " Cotlohseirn g !" - 'I t t W S J S ,, = "- s r s s r J a s s * S a f e and o f f i c e r s ^ o f each5? ^ TM ? f aCi o f **" d ir e c t o r s s p e c i f y t o S e l l e r ^ i o ^ l S i n " BUy" " y s s s r J ^ ^ v s s r ^ < s a ,T S s v -- -7- CAMC-Greco-001155 REDACTED DOCUMENT documents M ^ i r e d % 0 L t i c i r r h f i e 2 f ? S " * * th r the fo llo w in g : A t thG c lo s in 9 ' Buyer w ill d e liv e r to S e lle r im m ediatel^available^unds tran sfer in follow ing account: d ln U*s * d o lla r s to the Pittsbnrrrh wgtional Bank (PNB) any ier C r e d it : Cyprus Mines C orp o ratio n S e l l e r s h * ? i n t be deemed consummated u n t i l r e c e ^ t SS | 1 r ^ l ? i " nf ^ t i0 n " f ita documents q i i r ^ t b y l r t i e l e T h f r M l ? S a" d 0ther Agreement other^than^ 1th is contained in th is notwithstanding,^ L A a r e e m J r i0\ 3*! toJthe contrary time p r io r to the C lo sin g : " ay be t e r inate<* a t any (a) by mutual consent o f Buyer and S e lle r ? Ubt re af onr se a Ac ut igounst o 3 o 1 .^ eSp 1992 f^o rS dRn^r>^.^iarbef incott' consummated on or upon in w r itin g by t h ! r t E ? h i S ; , f * * " M y 116 a^ " d m aterial resp ectyanyyo f ' i t s rep re sen tatibraaeh in any o b ligatio n . baraundL anJ a i r b S S 2 iS e i " t i e s or co n stitu te a m aterial a d v e r J he in the aggregate undisclosed m aterial cban ge, o r u n a n tic ip a te d and Which would s s - s ^ f s - .s a t" " \ ?uy -- '^ S iZ k 'E z , ssueclhl e br resahcahl lwni lSl bh"e c^urpeidw iinS IaI l' ll a S o ^ L ? ^ a?ss1u r*a*n cBeuytehra at nd before the Closing Date. & 1 1 m a te ria l re sp e cts on or m a te r ia l r e s p e c t ^ n v 1^ ?r i ^-af BUyer sha1} breach in any o b lig a t io n s hereunder and s u c h ^ r e a c h ^ h * in ' WJ r 5a n t ie s or cured i n a l l m a te r ia l re" 5? S 5 4 K S d t ^ n o t -8- CAMC-Greco-001156 REDACTED DOCUMENT l a s t se n ten ce o f S e c tio n 7 l i a ? * ? ? . * 113* S e c t io n 3 .4 , the 1 2 . 1 1 s h a l l s u r v iv e am^suAh ! a? d s ? c tio r.3 1 2 . 2 , 12.3 and t h a t te rm in a tio n mire.,,7*. ? er? in a t io n ? p r o v id e d . how*, not r e lie v e th e d e f u l ? ? ^ s <*ions 3.3(H) or (e) H f 1 ' any 1.i a b i l i t y t o th e o th er p a r t ? ? ? ? 9 p a r ty he^eunder from d e fa u lt or breach hereunrio-^# y b s r e to r e s u lt i n g from the party occurring prior to the breachin* ARTICLE 4 PRELIMINARY AND FINAL CLOSING ----- STATEMENTS ; AnT^gTpcENTtfl w? r^ " 3 c ^ t a I gf i P f i g g j : - I he- i n t e n d t h a t 4.2 below, s h a ll be ^ M f l f l i j j l 8 > m detlned in Section ith e procedure s e t 5 bbe C lo sin g . Using th e amount and manner by which ei p a r tAes sb a l l determ ine in W o r k iL c a n t a l o r . ? ' 3! 1 pay Buyer f o r o r by which Buy** - h a ii^ Companies below ** s^ ^ ^ W orJcing C a p ita l o f - t h ? ? p a y . S e lle r fo r any as of the Closing. P o f th e Companies over re a so n a b ly ^ L s f u S i L 2 r t h I 9c l T1fT/rrt'f|1'11 <a > As soon as w ith in s i x t y (60) d a ? r S eS ! f l0 S in g Date b u t in any event X. d e liv e r to S e lle r a s L S l J f t ! r ' Buyer sba l l p re p a re *?? th e Companies d e riv e d from ? t e 0 fH? 1DbinGd Working C a p it a l o f sh*<*-% c"oPmreplaimniiensa rayndc thie oEursop-eai? 2C oonTMn ?i e? sedab aolafntchee C lo s infog r (tthhee f f l M n l i i " alia l i to r a l l pS g S L e i ^lnq,, Ca" ita1 " f ttlT the c o n te x t r e q u ir e s , th e Pd i f f ? ! ! n ! Agreement meanj as A ssets and t o t a l Current L ia b f? ? ? ? b at? een t o t a l Current the European Companies e f ^ t d ^ ^ t h ? ! CoPan ie s and Sheet, th e Prelim inary C l o s i S ^ ! ? the Reference Balance Closing Statem ent. " C u S t L f J c f ? , ? 1 pinal t h i s Agreement mean, as th e to r purposes on d e p o s it w ith banks and o th !r = o n te x t r e q u ir e s , c a s h , money s e c u r itie s (excluding the 2 5 S 5 jn? " c i a l in s t it u t io n s , 7 accounts r e c e iv a b le from c ? ? ? L f i t s s u b s id ia r i e s ) , a p p l i e s , and prepaid S f -9 - .CAMC-Greco-001157 REDACTED DOCUMENT ^ r s r ^ t ^ .s s r i i ** . tUts. L S t S S T X ? ! long- te TM s s ^ - s s s r - debt- fe d e ra l income 2v f her than liafai l i t y fo r a t C lo s in g s h a l l be excluderfUren\ a s s ? t s r e ta in e d by S e l l e r Z?*?Companies. Any cu rren t lia b if T ? " Workln9 C a p ita l o f th e s e lle r a t C lo sin g s S a l e xclu d ed S f r a ta *ned by th e Com panies, cu rre n t A sse ts a J dftfr 0 n fo r k in g C a p it a l o f be recorded c o n s is t e n t w ith th* i f C u rre n t L i a b i l i t i e s s h a ll s e l l e r s h a l l a s s i s t S u y ^ a ^ r e ^ S 1" 9 * W n c i p l ,, . m the preparation ot such statement R e s t e d by Buyer, tthhe"aAicccoluosn*tnin9g SPtartinemceipntle1sshaatlmynbe*1Ppr2GeDpaarrerdia*n<Smaecnctoradnadnctehew ith th at applied in preparing ? h e ^ e ? e S i r t e n t w itS the d eterm ination o f Workinc e * f f ? r ? nC2 Balance S h e e t, in fin is h e d p ro d u ct and crud^ t a l c ^ v L ? ^ ? 116 Cm panies' in accordance w ith S e ll e r 's norm*? f eS sha11 be valued procedures and such v a l u a t i o n S S , in v en to ry v a lu a tio n adjustm ent. valuation sh a ll not be subject to re p r e s e n ta tiv e s , ^ ^ r e a s o n a h fv 6 a v a ila b le to Buyer and i t s books, records and o t S f f 2 b ly re^ ested by Buyer, a l l tob u sin e sse s o f t S S ^ o ^ i ^ S e d p e r t in in 9 ^ Buyer in preparing th5 P r e l ? * independent' o e r U t i l d p u b l i c '^ TM * 8; ? e l l e r and i t s Prelim inary C lo sin g s + aJ c u^b ants may review th e Buyer r e l a t i n g t o t h f S ^ a S <* account of and nay make in q u ir y o f the r e D r e S ^ i EUr P n Companies a cco u n ta n ts and Buyer. The P r2 ??2 ??tia t i ? f Buyr 's ^ Sings h a ll be b in d in g and c o n c l S s i ^ u i * * 7 stata*ent b y, S e l l e r u n le s s S e l l e r ehaTi6,1^ 011' a? d deemed accep ted w r itin g w ith in t h i r t y 1 (3 0 ) d a v s ^ t n o t i f i f d BuV r in P re lim in a ry C l o s i n r L l t e L f ? 7^ f t e r o f the *?tic e under t h i s S e c tio n 4 ? 3 B t a ? * TM ? ? 1? 1" t h e r e t o A d e ta il the item s in the P re lim in f 2? C} fy in reasonable dispute?9 diSPUted' " d a s a r y r i?9a^ a?" t8^ 0h request o f ^ i t o S P g ^ g ; p l in w n t . (a) A t th e r e la tin g to th e P re lim iA a rS ^ W ?^ 5etween the p a r tie s be r e s o lv e d by them w i t o i ^ t h i r t v " ? TM ? * * " 61* which cannot notice o f any objections to ?ays a fte r receipt of DStiastpeumteesntApuduirtsour afnocre dSe!coiUs iomn 4?^3m !^5 J? 1i ?erryefSel0rrSelndgto the and binding on both p a r t i e ^ T S U f 1 - 10- CAMC-Greco-001158 REDACTED DOCUMENT to it s decision . Disputes Auditor fo r decision p u ls S n t S f r S o . aiSPUte to the Auditor, t h e 'p a r t fe r sh a iirI ^ L a n atter to ie disputes follow ed by the DisouteS ? ? P f oc?dures to be presentation o f evidence) I ^ t h e Procedures fo r agree upon p r o c e S S S T S f o r i parti es are ^ a b le to a f t e r r e c e i p f o l n o l L e o l | n ^ e h^ ? f t h l r t y {30> -W S e ctio n 4.37 the S S m t e S pUrsuant to g iv in g due regard t o th e i S t e i t ^ n ^ t h i * ^ 811 Procedres disputes as q u ick ly e f f ic ie n ? ii n 2f . the Pa r t ie s to resolve p o ssib le; t h r S is p S t e s " d i S w i ^ ^ ^ P ^ i v e l y as not b e, those proposed by eith e? b e' b^ t need procedure s h a ll require the D isnJK ?^?^ provided, th at such decision w ithin t h i ^ i ^ * t f render ^ s dispute to the Disputes Auditor fo f ^ 11781 f h e r e to . The p a r t i e s shall S J ! 0r* ? e cia io n Pursuant subnit evidence in acSordinc! S i x t h s u ? o c 2 ti0al>le' upon o r e s ta b lis h e d by th e D i s o u t l A d ?f ^ 5s a9roed Disputes Auditor sh a ll ? . A u d ito r ' an<J th e th e re w ith as prom ptly as r t a c t ? 5 ! M 1Spi i e i n a c c rdance D isp u tes A u d ito r I S ? and r e ? r t f S ?A *5 * fe a f > . such d e cisio n s h a ll be borne by t i e i r S " ^ ? i y ? any become f i n a l ' a n d ^ b in d in g ^ ^ b o th 1^ ^ s t a toraent s h a ll Of <i) i f no such n o t ic e h a s ^ S n ^ 18 S ? on th e ea* l i e s t ttiethe p e rio d w ith in which Seller*!? g iV f ^ l expiration of o b je c tio n s th e re to p u r s u fn i? ?ay n o t ify Buyer o f any in w r it in g by S e l l e r and Buver* fi!Ci lo n 4 *3' ( i i ) agreement Statem ent, to g eth e r w ith anv sJ ? h Prelim inary Closing S e lle r and Buyer, s h a l^ b e f i S a l ^ i S ^ ^ ? th ereto agreed by date on which th4 D isputes f u S i L r an? ( i i i > the itsw ith r e s p e c t t o any d isp u te r e l a ? ? n S J ls a u e d e cis io n C lo s in g Statem en t T h e P r e i i i ? atilng t o such P relim in ary adjusted P u r s S IS r to any S r 2 e S e 2 ? 8ing f i atattan t, 2 pursuant t o th e d e c is io n o f *h!!n? bebween parties or a"nf idn ba iln dClion^g-norn, bs o+th^ p^a ri teiess, ii ss bhae^rea?inirSe*feurdrietd rt'o wahsenthf ien a l C lo sin , th a Prellm inary and Buyer pursuant to S e ctio n ! f f E n d i n g on S e l l e r yothcacnu rt; h e f i f t h b u s ir S s s y ?tnher eMa rftter , tShhe^ fVoTllof nwti,nl ag t as hr a l l ref im m ediately 'a v a i l a b l e f u n l ^ t l ^ " ^ -11- CAMC-Greco-001159 REDACTED DOCUMENT S e lle r not le s s than three o f such payment, an amount business equal to days such prior to excess. the date - I as 1BuS ySerK nHo t! ? ' av less ln lb l than e ^ i i dr 2 t .o ^thhe f aac=cro'ubnit di e1"sig nt raatends febyr in such payment, an amount eq u al" r i u o h ^ e f i o i t . t0 " " d a te f p r o v is io n o f t h i s Agreement^To^ho *Jo tJfi t h s t anding any o th er a a . i s . , S 5 S ,S s r th i ^Agreement* of ARTICLE 5 EEERESEHTftTTQKP ftNP WflRRflUTTES OF s e l i .k p >n and s e v e r a ! ? " " oaS y 2 PS a t : ePreSent Snd w arrant- j o i n t l y g g f ' H B g a? r 32 sw ss a S ^ w S 2 ? ' in r e s p e c tiv e o b li g a t i o n s hSeund^^Sadh*!!? t h prfo rm ,t h e i r q u a lifie d to do b usin ess in E* ^ Co" P a n ies i s n ature o f i t s b u s in e s s r e m i a h *2Ui 1S? i c t l o n in which th e where f a i l u r e t o be so auaiH f 9ua- H * ied excep t adverse ef f e c t on th e a s s e t y.2 You^d n t have a m a te r ia l co n d itio n r e s u lt 25 a s s e tf j b u sin e sse s, fin a n c ia l Company. *The e x e c u t i o n * ^ ^ 0? ? r p ro sPe c t s o f such the consummation o f th e transactT ^ ly Hi ^L ^***1^**have been duly L t o o S z e d Agreement and herefay on th e p a r t o f s e l l e r anH i 2 i re<JU12 ie co rPora te a c t io n cboeenns tdi tuul yt e se xtehceu t ed v and ai d u e liv <b jj e r e d * ?? .* *sSeellllee rr aanSd^ CSy^p1r*ushaanSd^ S e lle r and Cyprus?110' M d i 9 a n i en forceab le o b lig a tio n o f as provided*in H h e d u L ^ g W ' th e ftere-fflon t E x ce p t o f th e C o m p a n ie sisds u b je c t *t o o r -1 2 - CAMC-Greco-001160 REDACTED DOCUMENT judicial or^adrainistrative^deecciissio n # ^ l i o n or in c o r p o r a tio n 'o r " ^ - ^ " 18 o r i f i c a t e s o f deed o f t r u s t le a s e " n ^ S 89* de? d t o SBCUre d e b t, Yemeni,bond, ind enture, c ? h 4 r ? n Iir S m ^ d e r s ' lic e n s e , permit tru e? " agreement, restriction# or 7 CUstodianship or other o r decree o f anv^ourt^^r 11^' o r d e r ' writ# in ju n c tio n adm inistrative agency ir b0dy' S s a s S f c ? b which there Person under any m aterial co n tract o r ^ i r the J onsent o f any Of the Companies or anv o f i c ! ? / agreement to which any iaWhich con sent has no? L e n b L i e d 60" 30? 0 P r ty , 8" y e x e cu tio n , d e liv e r y and m e r fo TM d'u requirad fo r the Agreement and th e t r a n s a S t i TM S " e S l ! ? ^ e? L ^ iS (a) The I f Cfflnrm H e r i o u n , - - ^ each o f th e C o m p a n i e f e s e ? f ^ S C? dd^ S e P it a i e i o S i o f the issu e d and o u tsta n d -in ^ fu fo r ttl i n Schedule 5 . 3 . A l l o f o f th e Companies are d u ly 9a u t h o r i. a c a p i t a l s to c k o f each paid and nonassessable yE v c S .r iz e d '^ v a lld lY issu ed , f u lly 5 . 3 , th e r e are no " t a n d W PL ? e t fo r t h i a Schedule y r ig h ts o f any kind to a c m i? f aSv S H ^ y arrf ntf or other c a p ita l stock o f any o f the r a" y ad d itio n al shares o f l^rUc o n v e r tib le in to or e S c h S l ^ ; 18 or se^ i t i e s c o n fe r on th e h o ld e r t h e r S I f a v Which other v is e ad d itio n a l shares# nor is ! y 2? * a? ^ ir e ^ any such is s u e any such o p tio n , w arrant? r S 2 t 2 ?P^ i ? y " " l t t e d t o b e n e f i c i a l i ^ b y ^ s l i i ^ ^ 08 !? ? ? '? 0 o f record and the Shares# fr e e and 2 ie a r f ? d a" ? v a lid t i t l e to r e s t r ic t io n s , encumbrances s e S ^ - ^ ^ 1 lie n s ' claims# f(r"efiensUafnfdibrcalceSasr*')o f anadnygoanodd aan ?d v 2 liidd Ytt i tf le^ t o8^th^e S hoaprtieosn, s Buyer on th e C l o s i n g ^ a t l pass to S . 3 , Newco owns a l l sh a res o f eaS-H-? s f ^ fo r t h on Schedule com penies, fr e e and S T 016 th " Sch ed u le s f i ^ ' n o r S ^ f the^cm nnl.2* 0 ^ " S e t fo r th in Companies h a s ,, d xi rreeccttliyy oorr xindd?i2r*e cJtliy#r a**n"y eEuqruoiptyeanin t e r e s t 13- CAMC-Greco-001161 REDACTED DOCUMENT in any other corporation, other entity. joint venture, partnership or furnished Biy4r" th?ro^ies',ofmthlr,follOTinr heretofore (U)and the European Co^anils S ^ D e c ^ for the Companies March 31, 1992, and c o ^ i L D?einbr 31' 1991 and as of statements of cash flow (or^if financial position) for the'vefr Statements and changes in and the period ended March 31 ^ 9? ?fn2hC? n?er 31' 1991' income statements and statemeAts (suh *>alance sheets and applicable, changes in f?naSciaf L ? 2 ? h flow (or' if the comments thereto beino ,,fi p ?fltion)/ together with Tlhanci,-. ^ ^ e c t l v e i y referred to a s t h e a tta ch e d h e re to a s Annex a To ' *r i M ? o i a l S ta ta o e o tT h a v a the Accounting P rin cip les as * > e Jv 1 ? tatem ents are S e lle r , the in conform ity with c o n s is te n t b a s is throughout t h ? i le ^ 5y th e ComP an ies on a statem en ts and th e a c c I S i u n i l r i n n i n ? ." ^ ^ ' 1, ^ su<= preparation o f the Financial 9 e ? fz ncipi es used in the the accounting p r in c ip le s Ssed b f s l i w ar% C n s is te n t w ith tim e to tim e in th e p rep a ra tio n o f ? ii 2 dand amended from fo r th e ye a rs 19B9, 1 9 9 0 ^ 199, f J i i na2 c i a J Btatements S e l l e r , excep t as d is c lo s e d in -u* t ^le Knowledge o f or in sch e d u le 5 . 5 , as o f March6? ? R eferen ce B alan ce Sh eet actual or contingent d e S L i 2 b?iSe- th a re were no any o f th e Companies w h i c h * w e r f i i 1*}'.0^ o b l i 9 a tio n s o f th e R efe ren ce B alance Sh e et o r e* qUi5ed t o be d i s c lo se d on A cco u n tin g P r in c ip le s as note hhsrato by the otbheligCiaotsiionngs, ofanaynvcoonfti*n.2ge*nt^eecbutss,^lliiSabbiiilii?t?ies111or6 nor as of be disclosed on the Final ClosiSfn ?hich were required to thereto by the Accounting Balance Shet or any note Companies. a n t i n g Principles as applied by the Knowledge of Sellfr^Ix c e p ^ a s ^ I S i - ^ ^ ^ 9f To the specifically r e q u i r A d ? 5 e A g ? e L f n f ? rtn Schedula 5.6, or transactions contemplated bv S vL31, 1991, the Companies ha to consumnatc the since December the ordinary and usual course businesses in any change or amendment to thA Jr1*17!.118 not been (i) organizational a g e n t s o f an? o f t i l 5y"lawf thAr issuance or sale of anv s h i ny*f ComPanies, (ii) any the Companies, or ootion* -7 capital stock of any of kind to acquire anfsuch Aha??*1* r ?h?r ri9hts of any into or securities exeh*n wfS or securities convertible confer on t b T S S J T S S S S ^ ^ ' rhioh <*eree =^'fSre|o!n| -14- CAMC-Greco-001162 REDACTED DOCUMENT any damagea2 ^ ? ^ Uctionto?Sother1cisuaitveitin 7-3(b)< <iv) Adverse Effect, (V ) a n y ^ n c r e a s ^ i n ^ h r ^ ' ha a Material or to become payable bv a TM ? " the compensation payable or\n7lo^t\rl^S`t0 f ^officers, d i r L S r s any bonus, insurance, pension ny lncrease in any p a r e n t or a r r a n g e L ^ made by anv o?P^ benfl1: with any such officers, direcniy,,2f th? CoiaPanies for or the ordinary course of busincrS o r .employees, except in practice () anj laSor S!sSule C2 XStS t With *ast matters, (vii) any transact?TM ?th ttan routin labor ****on the one hand and any of seii^ ?fn any of Companies Affiliates (other than 2lleri or any of their other than transactions^ the^oidfn* n t5e other hand, business, (viii) any S c q S L ^ i o S or t ^ an^ ? SUal cours of businesses or assets disposition of business, (ix) any increased ordinary course of inventory in anticipation ??diCtlon T Purchase of by this Agreement, (x) anv inenatrailSaCtions contemplated accounts receivable or a e TM 11^ or decrease in the anticipation of the transacSonsP2 ^ le ?f CoaPanies in Agreement or (xi) anv oi->iflv.tXOn.i.con*:ei,l*>*a^ed hy this any character which, s i S J or*in t h ^ 3"9 f conditin of is reasonably likely to ha?e f^gregate, has had or trstby s " r ' ^ p s : a y s s s y s -a v s s r iisns- To the yn"wlrr1ac ?r<?Prtieg ? Abseng* y Schedule 5.7, each o? ?he Lmoi;?f4 ^ e p t ai Set forth on to, or valid and subsisting leasehoiS8 92? and valid title interests in, all of its^personawii** L ? ther Posessory *reflected on the Reference PrPerties and assets property and assets disDosediinC? sheet (except for Reference Balance Sheet? ori0f Jince the date of the theReference Balance Sheet and J SSh *!? J?ince date of the Principles to he r e S o ? L f L npCompany, free and clear Afco^ i n g * balance sheets of such Encumbrances which individuallnc^ raa<=es, except for exceed ' lnalvidually or in the aggregate, do not 5-8 B 1 Property Mat<-.r n . and v a l i d f e e l i n p l e t U l e ' i ^ n S ? ^ 3 (i) own 9 0 od p r o p e r tie s more p a r t i c u l a r l y i d 2 n t ? ? i S S c e r t a in r aJ Sch ed u le 5 .8 (th e " F e e p J ^ L i d ? t i i * d by .P a r c e l on ny and a l l -1 5 - CAMC-Greco-001163 REDACTED DOCUMENT Permitted Exceptions on Schedule 5.8 (the ^ tsd in h| ~ s f i u s i . a a r y s j f s SSSa*5aasss. " " .a*. i o a * ! i , f f l a 5 ,;u . r * i`* t ' ** SSMSSS^s-iSSr*-*-, ^Property the Mineral P r o p Ir ty ^ th e ^ a L d h* sis" sir."- aeexxcceeoptr aass seit forth on ScTheodutlhee Ksnowl4e.dug.e..ofj Se<lelxexrer, S S S f t a L i ^ S S ! a n r S r t i o n dV i " PO rt wh" " S t a . s s t r " " r F i F S T r ` ." s n s unrecoverablefreVi^Sly Which S S " }* ^ " -- s r s r & t s " s s s n i 01/ " ^ 6 " s e s * * " * 1 d ir e c t ly re la tin a ^ to ^ th l S Pf eL f any docuents as-a 3^. ? ^ o S r ey! i 8Sdi ? r i r T e n t a i s ? u a i e " - ^ s s d lan a k s * 2 s s s s s i St s s ^ s onai. ^ o p i s s ^ r s ^ S s ^ i i K ^ s ? . s u S " i?ems ^^ffiSSSESiSfe**"' s?S-rPi?g"h t s 8l?o?c'a t*end5eorne stth e<R"eal PinrdoDicearttevd )andt o p>thrhe M innfefraail -16- CAMC-Greco-Q01164 REDACTED DOCUMENT rreellaatteedd tIo? 1?th?e1p'reSsteartveati?onloocaflsulcahwsmionreroarldinraignhctess. Schedule 5.8, the activities conducted by anv of tv, Companies and the improvements located on the Real11 Property are m all material resDects with-in vh S S S f f i ; ^ n T t S * " R Sal Pr P r t y L d eac?ib ed in c th e r a cn?o th e Re a i r ? r S r ? y . m a te r il1 en" " = en ts by Seller thi^i To the Knowledge of any portipos ns tLheres ofm es aisis_ su s s Ki eaii e Pdrobper?ty" or c o n t e n p L ^ d h prooe,iinS or taking6^ ^ ^ " 1 0 ^ 0 except as se? s ts i r " sS r '- v a smraseK-a s s i ~ rs r " 52 any governmental entity, common law and JgM uS S S S : ? K ^ " ^ S iS 4 ? ef1feller' all material governmental approvals material respects.eiiect * * being complied with in all Schedule .5ii1, J 5 E5C? 5 S ' (*) To the Knowledge of Seller, m sSSsSSSSSSSSSi -1 7 - CAMC-Greco-001165 REDACTED DOCUMENT excess of ^Hfor^utuio27 PJ*TM211* or receipt of in services or delivery oi receipt^f^Sdl of 2 ^ ^ a i f v a i u ! i ^ e ^ e s s ao?r i a l S ' l^S'agieeientl' disti?S to' sale and I . . . . ! : 1:, ;< = " J J ^ n v g l v eorfuitsu re payment byy aa cComttPnaannyvai^nCOeBxiPcaensys) wofhich Pceorlsloanter(aolthearrrtahnagnemaenCto9JsblScirin9aUiiniddeLb?te9d5neeesmsenotfoarnyother on properties and assets^/i aSapaS^1"9 Encumbrances re n ta l payments by% aconn*nvP* V id in g fo r monthly ( e x c l u s i v r 0f cha?aes ?o?a? L in e? Cess o f maintenance and r e p a ir f? ta x e s ' in su ran ce, u t i l i t i e s , or i s s c o i & t i TM S r S ? ^ " g r e S S ? r ltln 5 C<mtraot (V) i s a te ch n o lo g y lic e n s e agreement? provision or anyoi S S Z (viii) is not an arm's-length agreement; or iffiiS'rsyfsspS'tt'iie-.. material d i f L ^ ^ a n f S S ! f Seller' are is no a5n.yix.contract or aggrreeeemmeenntt sseett fLoir+tth,aonry d9etshcribPeardtyi,n Sucnhdeedrule Dillon Read`^o. *ar1 **=opt for employed any broker finder- je^ nor any CofflPny has connection with the'trans^.advisor or intermediary in Agreement which wSld Se e S t i J f e d ^ ^ E 1^ by t^ s the^consumMtio^thereof" enmi." y ~ cT^bY" -18- CAMC-Greco-001166 REDACTED DOCUMENT Sch ed u le 5 .1 3 , ( i P ' a l i Returns with E xce p t as se t fo r th in are re q u ire d t o have been f t h r e s ? e c t to Taxes th a t S e l l e r ' s Group p r io r to t h f d a t e ^ f ^ h ^ 1^ r e s Pe c t to the a l l Taxes shSwS to L dSe S i been ^ 1 ^ , (ii) cla u se (i) or in a s s L S J f n i i i he Returns refe rre d to in been paid in f u l l , f i l l ) the bave i e ith e r case (i) have been examined by the Internal*|erred to in cla u se th e a p p r o p r ia te s t a t e , lo c a l n r .* ! ? * * 1 Rf ve? ue S e r v ic e or the period fo r assessm ent^* such Returns wereSrequiredto^be f i l l !gn, ta x in 9 a u th o r ity of or d e fic ie n cie s asserted or assessm ent L S - exPlred * (iv) a ll such exam inations have been nald *S a resu lt of have been r a is e d by th e re le v a n t t ? u l1 ' (v) no is s u e s t h a t con n ection w ith th e examir,a*Yant b axin 9 a u th o r ity in r e fe r r e d t o in c i S u s f ??)^ a r e ^ u r L n S i f * ? Re^ m s w aivers o f s t a t u t e s o f l i m i t a t i o ? h a t yKPendl? g ' (v i) no requested by or with resn o ii * have been given or ***a? dJ ?juusPt,mo rents 7reoqf utihreed Cbovm p L ie s* 'iYv1i1L*Tt?hheerSe af re noS e l l e r ' s c a r ry o v e r i t a n s t h a t vould a f f L t r t , f -ith e Code o r s i a i l a r o f any o f th e Companies fo r i D f" e tax lia b ility C lo sin g D ate, and iv i-m a tax year th at ends a fte r the proposed by th e I n t e r a i p !v^ ? ," S? enta hava boon m a il or s ta te , lo c a l or foreign ? f rv ice or the appropriate o f th e R etu rn s r e fe r r e d to in ^ c ? ? * 11017/by w ith r e s p e c t t o any whi oh woul<Jway a f f e c t th e l i a b u l i y ?o " TS e e in an" llL*nVtiX a b le Vear o / p e r L ^ ^ S i 3 3 K S " section l i i s ' o / th ^ c o d l I ? withheld pursuant to contem plated by th is Agreement! 1 8 transf6r Shares, n e ith e r^ u y e r^ o ^ a n v 5 jyar' s P" rbase o f the make a payment t o an in d iv id u a l th I2 y Wii i b* o b l i 5 ate d t o payment" to a "disauai-i*isq woul d t e a "p arachute t*103*d e fin e d in S e c tio n ^ s o G o fdth drVi dU al? as terms are whether such payment i s without reSard to s e r v ic e s perform ed or to be 5 *14, Employe? B e n e f^ arrangem ents ten efitv a ' c 'on$Ta c t * or viVgStF- vananluuem)t, e r m s fd e t e r S in e d S l i n cL dJ ?is coeuXnCft erdaint eg ' oifn 8-P1r/e2s%e npter ?2SSj-E m p lo y e e s.), including, but S S 5 t 2 ? (tha -1 9 - CAMC-Greco-001167 REDACTED DOCUMENT Plas" within the meaning of Section 3 f3 i of e r t <?a s ? is ? e d if ,, di S e T ? r ai ^ i r = : L er i i t p i a n s ''> SitJSSS SSSS a r 2 covering Employee! (the P1m s 2) to h! 2? ERISA' S 2 S t "^ ^ S 2 i,,S S Bw i s ? S fc^ S - " s `s -* S ec S e A tiySt S n ^ ? d ; !?VOrable O ^ m i n a t i S n l e i ? i r ? f or letterTfrom the i i S i S , ! reguest or a determinatiin aware of* S ? S t a S J S S L ^ S S ; S ' S S S i t ' S ^ S , 1' not S T S S rtS flS i o?ySe n e r ta?he?blT deterai"a ^ " " S * " o threatened litig a tio i^ r e la tin c 2 ?? " i * r la l P i l i n g or Knowledge of S e l i S - E l * 1 9 E the Plans* To the transaction wit" r e 4 p S ? K f p t a i L i "1 enga?ed in a taxable period of such t r a n s a ^ E E ? t^ati asstunlng the hereof, could subiect tEf ti?" e2?ired as of the date S " ? L t s S s S v - W S E i f ^ S i S has ^ Ss i n S ? r ntiy ^ " ^ " " ^ a i i e r g ^ y 4^ 1^ 1^ 0* m e M p f o ^ r S i i h ^ n S 1?" f any entlty hich is consid4red s S " or .- ^ ^ S r S .a s S S s s f i? - A f f i l i a t e ? 8 T o Wt h e h {cr k ? * ? * n c o n t r i b u t i n s o f a n E R I S A ^ i n g r o n y t h e y d a ? e Sheref of f U a t e w l t U " " -20- CAMC-Greco-001168 pS K T REDACTED DOCUMENT contributions r e ^ i r e ^ t ^ ^ i * ^ f S e lle r ' a il B e n e fit Plan h av^ b een tim ely Jad eU S i iS terms o f any Plan nor any s in g le -e m p lo y e r ^ la iw U N ei32^r any pension a" "acc^ l a t e d funding deficieSv /L?h A AffiUate has Wt in tb e * eanin g o f S e c tio n 4 1 2 ^ ^ ^>?e t 5e5 or not Waived) o f ERISA and no ERISA A ffiiia -j-a t, bbe Co^e or S e c tio n 302 w a iver. To th e S S e S g e " " ^ a n d i n g fu nd ing ssT hs -S " " Previously d i s c i ^ ^ ^ ^ 1^ * 8!!. " " I* as Pension Plan which is a s in n i2 g to,the Buyer, under each day O f the most S c e n t of l a s t hereof, the actuariallv d * ? TM ? fnded prior to the date "benefit l i a b i l i t i e s " w i t h i ^ S * Preaent value of all 4001(a) (16) of ERISA (as detL? meaning of Section actuarial assumptions clntainS1? ^ ? " *?* basis of the actuarial valuation) did in V le plan's most recent of the assets of sSch P ^ n a n H S * *?* ***" CUrrent value Jange in the financial ' S ?en n? "aterial last day of the most recent S i ! f h Plan since the Seller, the withdrawal i X b i l i X 5 Knowledge of Benefit Plan which is a mStieni5 * * * * , Companies under each companies or an ERISA Af?iiiiXPiyer plan to whih the 5 S S S L I? the had occurred as of the d a t e ^ e ^ S S s S o S S x c S d ' j p * ' Companies have i o 1i b l i S a S o n ? '? !!ied9\ o f S e l1 - th e Irf b s n e f i t s under any B e n e fit planStratifee heal t h and Schedule 5 .1 4 . To th e K n o w ?fd L P1i i as s e t fo r th on r e s t r ic t i o n s on th e r i g S s o ? ?h i S a l l ? r ' th e r a are no term in ate any such B e n e fit p i*!|1>i . Conpanias t o amend or medical p la n covering A c t iv f ^ ? any P?s t retirem ent l i a b i l i t y thereunder , 2 ^ ? Employees w ithout in c u r r in g anv aingretheme ePnltu. n o r a r i s i n gg 6uunnadeerr af cc oe ?l l?eic trievset rbi catrigoanins insg e i ? ^ Of Seller. 5the `Companies S5i? without payment of anv baYG 7 the Knowledge eights to use. applications, trademarks t^dXarii' p?tent8' Patent aarks, trade names, apP i 2 i0?s' rvice are necessary for use in Cen?es and ri9hts which the Companies (collectively the*"??*?? t?e businessea of Biahfia"). The IntellectualPrSper^ tR i a h S ^ L PI9CnTty iX Companies are d e s c r ib e d on S c h e d u le d i ? h ? i " ed by th e Knowled9ge oorf Ss ee lxliee-rr , th e usenaenadTier e5g *i s15t r ahteiroentoo. f Tthoe th e if . -21- CAMC-Greco-001169 REDACTED DOCUMENT I n te lle e tiia i P ro p e rty R ig h ts d o n o t c o n f lic t w ith th e in te lle c tu a l p ro p e rty r ig h ts o f an y o th e r p e rs o n , firm o r c o r p o r a tio n a n d n o o t h e r p e r s o n 's , f i r m 's o r c o r p o r a t i o n 's 2f l l c t w ith th e u se an d r e g is tr a tio n o f th e i> I TM le C tU a l P r ? P e r t Y R ig h ts . T o t h e K n o w le d g e , o f S e l l e r th e r e a r e n o s u i t s p e n d in g o r th r e a te n e d b y a n y o f th e ' C o m p a n ie s c la im in g a c o n f l i c t b y s u c h C o m p an y w ith a n v in te lle c tu a l p ro p e rty rig h ts o f th ir d p a r tie s o r a b y an y th ir d p a r ty c la im in g a c o n f lic t b y su c h th ir d p a r ty w ith an y o f th e I n te lle c tu a l P ro p e rty R ig h ts . Py th is M a tte r? F o r th e p u rp o se o f S e iJ io n ^ ? ! * 16 and ex Pr e s s ly n o t fo r th e p u rp o se o f + i i i 1 0 n 1 1 *3 .h e r f o f / " P re d e c e s s o rs " s h a l l m ean th e c o m p a n ie s p e J te d S e l l e r 's t a l c b u s in e s s im m e d ia te ly p r i o / t o 5 16? NeWC * E X C ep t a s s e t f o r t h o n S c h e d u le **0 m a te r-n ! m a te ria l re q u ire d b u s in e s s r i i l / a C l\ ? f t h e Com P a n i s h a s o b ta in e d a l l p e rm its , lic e n s e s an d o th e r su c h a u th o riz a tio n s to b e o b ta in e d b y i t fo r th e o p e ra tio n o f i t s u n d e r a l l a p p lic a b le E n v iro n m e n ta l L aw s. .E a c h o f th e C o m p a n ie s i s , a n d e a c h o f th e C o m p a n ie s a n d i t s P r e d e c e s s o r s h a s b e e n , i n m a te r ia l c o m p lia n c e w ith a l l a p p lic a b le E n v iro n m e n ta l L aw s. (o ) N one o f S e lle r , a n y C om pany o r a n v o f th e ir* dd uu rS i nn ga tt hh ee ^l a s dt e Cs<ifxS S yo er sa r hs a vo ef ra en cy e mi v ea dt e rai na yl wv i ro i lt at et ni o nn o ot if c ea n v pP ir leHd fe ?c ne ms seon rt sa ,l a n d bt hy e rt he e a Cr eo nP oa u ci ei sv i ol ,r tc hr iem i ri n ra el s po er c t i v e a d m in is tra tiv e a c tio n s , s u its , h e a rin g s , p ro c e e d in g s , Y S 0 t i ? e S o f v i o la t io n s , c la im s o r d em an d s p e n d in g o r o? iith f S e lle r ' th re a te n e d a g a in s t an y C om pany' r e s P e c t to an y p ro p e rty ow ned o r p re v io u s ly ow ned b v N o L C? ? P ? h i i t s P re d e c e s s o r u n d e r a n y E n v iro n m e n ta l L a w / a S u a l ^ ^ t h i ? ^ 1 ^ 6 11? r e c e i v e d a n Y w r i t t e n n o t i c e o f a n y r th r e a te n e d R e le a s e o f a n y H a z a rd o u s S u b s ta n c e in Y v io la tio n o f a n y E n v iro n m e n ta l L aw . (d ) N o n e o f th e C o m p a n ie s o r a n y o f i t s n o n fe o 5 S? h fSnhaV e ? e n e ? a te d ' tra n s p o rte d , o r d is p o s e d , an d f ^ C o m p a n ie s i s g e n e r a tin g , tr a n s p o r tin g o r d is p o s in g , o f a n y H a z a rd o u s S u b s ta n c e s to , in , u p o n , a b o u t in P ^ o p e r t y w h e r e v e r s i t u a t e d , w h i c h h a v e r e s u l t 4 d tg i ^ in g r i s e to an y " a te r ia l c la im s , lo s s e s , dam ages ( m d u d m g c o n s e q u e n tia l an d o th e r d a m a g es), l i a b i l i t i e s , p e n a ltie s , e x p e n s e s , d e m a n d s, f in e s , o r c le a n u p o r m o n ito rin g c o s ts ; u n d e r an d a s a r e s u l t o f a v io la tio n o f an y E n v iro n m e n ta l L aw . 01 -22- CAMC-Greco-001170 REDACTED DOCUMENT been in v o lie l " > I * * has R eal P ro p e rty o r an y p a rc e l o r r U nder th e th e C o m p a n ie s o r a n y o f i t s P r e L r t b re o f, a n d n o n e o f in an y A c tiv ity in u co n f h n ^ S 5 S haV e b e e n in v o lv e d p re v io u s ly o ^ n ed b y ^ o m p ln ^ o r T * P^perty c o n n e c tio n w ith th e g e n e ra tio n ^ pJ f d e c e s s o rs ^ in r e m o v a l , s t o r a g e , c l e a n u n a . ' . U s e L i.i i a n d l l n 9 ' t r e a t m e n t , Hazardous Substances which'have r e l S t e d ^ n ^ H e i 1 f *"y - . ; i ^ u sit?:rgp|ni i ? ^ "ding Property or any 'o f ^ RMl which equipment of the^omnan?^^^^^6 bade a v S l & O . wr^hing to Buyer SereS"" Knowledge i V S e S ^ * b" n " a S v " ^ . ^ haS there ever to the under the Real Prooertv o r i,,a5eas in' upon' about, or which should have been^ne-rmi** parcel or portion thereof disposal facilities under^the^fonf *!**. storage, or Recovery Act, T s ^ ^ ^ f ^ ^ t i o n " * seller, n o ^ r o ^ l S Z ^ ..10 the Knowledge of any of the S p a n i e s ^ h i ^ i s in^TSi Y*r on behalf of federal, state, local or fo^ei^S lai ^ dny aPPlicable p r o p e r t y a n d 1 L s S f ^ ^ ; r a ^ i 1 D a b d e ? ,n P 1 b G Vi( c o P i e s o f a l l in s u re e a c h o f th e c L p a n v ^ " SE K 5 * s s s r t s w ^ S 81^ - s s s r s a r s e or encumbrance in*fvor'of"sel (without any right, title other than toe S ^ w ' u F r t t S ' r f o h l f ^ " interests relating to suih bustoe? Stoer't h a ^ r S s logos -23- CAMC-Greco-001171 REDACTED DOCUMENT * ? \ r ed by e n a b ll^ th e * ? f tl? e C lo s in g D a te w i l l b e s u f f i c i e n t t o S e l l e r a n d i S ^ i n i i ? C a r r y u t *** t a l c b u s i n e s s o f a n d i t s A f f i l i a t e s ^ l l a t e S * * p r e s e n t l V c o n d u c te d .b y S e l l e r . p u r p o s e s o ^ U . i s ^ e i r L ^ J - n riT lir^ ^ liS r - S (a ) F o r th e Sa t i t l e to a l l M in e ra l R io h ts ' h a s g o ? d and v a lid S S S asgM S S ? - aag& sS esS S g?TM R i-rrh * i d l T o t h e K n o w le d g e o f S e l l e r , a l l M in e r a l Si th e c o n d itio n o f o " ? io h ? e u n L i ^ r i a l a d v e ra e ch an g e in o f o re r e s e rv e s d u e to o w r r t i o L ^ f ? " " ? a p t d P l tio n b u s i n e s s ; ^p r o v i d e d , h o v e v e r ? t o e ? " t ^ M ^ t o c a n c e lla tio n o f p o s s e s s o ry in te r e s ts c Ai i nBi a n d w a r r a n t s t h a t i t has n n t i e f t 8 i S e l l e r o n l y c a n c e lla tio n . n < S t r e c e i v e <* V w r i t t e n O O U r" f re p re s e n ts n o tic e o f - p r e i u d i c e the M f' n . L i S d ? f a d v e r s e l y , w o u l d m a t e r i a l l y th e re u n d e r " in e r a l S l9 h t a r th e r i g h ts e n jo y e d p r o d u c tio n p a y m e n t, l ie n , c h a rg e , s e c u r ity i n t e r ? ^ -24- CAMC-Greco-001172 REDACTED DOCUMENT S S S S S T in S a n y ^ S c f b * v irtu e o f any s u c h m in e r a ls o r u n d e r a n y s i m i i f r 1 < Jin g f r t h e s a l e o f ny a n y o f s u c h m i n e r a l s a t a n y futile to d e liv e r d u e c o u rs e th e r e a f te r re c e iv in g m f p a y Z e ^ e S l S r " in s u p p lie d to ^ B u y e r r e L S n g ^ f f S < 3 lle r' c o r d s d rillin g 9e Che" ic a 1 ' o p e ra tio n s <c a i ^ PI ut f drawin9s sh o v in g m ining d a ta ; and ( l l i ) " * reaerve e s tim a te s and production (iv) m etallu rgical t e s t work, S * - S " l i 2 i 0S 5 t t S th l" " s ta n d a *> a o f th e in d u s try , -*'Xi fft' .'SBv written information^hich^as1? *** Knowledge of Seller, all representative of Seiie? Bur o!1!" by SeUer Y Buyer, is true, complete and " y representative if respects and there a no ?fc in a11 M t erial which render any such informf*?' matters or circumstances in any materialrespect? " inaccurate r misleading I % 3&ti.-. a r e o f a q u a ! i t y ^ n d ^ p l l i f i c a t i o I T 6 " ^ 1' f t h C o m p a n i e s s ta n d a r d s u s e d b y . c ^ m J S s io n c o n fo rm in g t o th e u lu a l Sch ed u le 5 .2 3 , a l l in v e n h o ? ? d *c e p t as fo r th on Reference Balance shoet in r e fle cte d n the P rin cip les to re a liza b le value m T ! Yith Accounting There are no t a l c o r e s i n c l u S L a go in g-co n cern b a s is . Companies th a t can n ot in the inventories of the th e C o m p a n ie s e x is ti n g p r o d u c t S p e c if ic * * ? c o n f o r m itY w ith p ro d u c tio n m e th o d s. 9 P U C t s p e c ific a tio n s an d e x is tin g T o t h e K n o w ie d g a g g ? d s e i l e r n f a U * o f ^ ^ ^ g f ^nn1 M . t h e C o m p a n i e s , i n c l u d i n a maehijLTM p h y ic a l a s s e ts o f r e a s o n a b le o p e r a t i n a c o 2 H i+ -? h in e r y * n d e S u ip e n t, a r e i n conduct o f ? K S u s?n ess o f ^ f o r <*" ^ r r e n t te a r e x c e p te d . t *l e C o m P a n i e s , n o r m a l w e a r a n d Se iler, .n 'a lc o ^ g l ^ i e ^ i ^ Si ^ g J S 6 X a^European Companies shown on th e l e ^ n c ^ " ` of and -2 5 - CAMC-Greco-001173 REDACTED DOCUMENT P r i r t0 th e siKciSbis: aLs?- " W U 1 b e e n e s t a b l i s h e d f o r s u c h aSnini ~ b d - d ? ? r s e r y e h a s w ith th e A c c o u n tin g P r in c ip le s , S r e c e iv a b le in -a c c o rd a n c e - on A p r il i f ' l s a z ^ l h e ^ s t a t e ^ f r S i n Nawco * " in = rp o ra te d Lr Jo f in c o r p o r a tio n , Newco h as ?Law? r ? - oth er th an a c t i v i t i e s con ten in i*t,Jigag!ad.j* n any a c t i v i t y c o n n e c t i o n w i t h t h e r e s t r u c t u r i n g o ^ t h f 1 ? ' ^ 0 8 *!'1 t 0 B u y e r i r S e lle r an d i t s A f f ilia te s . ^ b a ^ c b u s in e s s o f sin K n o w le d g e SSilfLff ^ r ^ n l o - - . T o t h e th a n * 1f l ^ H H ^ I f s i n c e ^ h e ^ d a t e ^ e f ^ ^ d ^ ^ a n g e d ^ y 'm o r e 8 6 ^ of\eh4 3 i It: ChangeS " - ordinary^course^ofbusiness w a rra n tie s ^ th o s e e x p re s s ly s e t fo rth in th is A g ie e S e i? ! ^ ** ARTICLE 6 REPRESENTATIONS amp warrant i e s o f wTYfo B u y er re p re s e n ts and w a rra n ts to S e lle r th a t: i s a D e l a w a r e c S S I r a t l o l ^ w i g h t h e t1 r 1 t Y < ?f B uyer a u t h o r i t y t o a n t e ? into th e o o rP o ra te p o w er an d o b lig a tio n s h e re u n d . i I S S ? " * a TM *J t o ,* * < i t s A g re e m e n t a n d t h e c o n su m m a tio n S p ^ th l! J " d d e liY e r y o f t h i s s s a s r s is s a 1 =B uS ys e"r . S L s a ? h e e V" al l? l Sd l' y bb lini dl ?i nU 9 t e ad n Sd e^ n f- o ^r c Se a bT l e i yo b l i g a t i o na n do i, n o t s u b je c t* to ' B U yer ij judicial or^administrative^decisionfS* S'"1 1"" incorporation 'or^y-lawsfle* r certifioat * -26- CAMC-Grecp-001174 REDACTED DOCUMENT TM 2 S r t i S ! " o r ' t r U S t ' = - t c d i a n s J p ? 9 or ^ : ; n t ' d e c re e o f c o u rt 3g o TM TM i,, ? i? e ' _w rit in ju n c tio n o r ag en cy o r a r b itr a to r ,? rn m e n ta l b o d y , a d m in is tr a tiv e -outd WS e X a S S S t a s W h iC h t h e r e P e r s o n u n d e r a n y m a t e r i a l c o n + i-? 5 + n r 1 t h e c o n s e n t o f a n y n o t b e e n o b t a i n e d r e J i i S d lot W h ic h h a s p e r f o r m a n c e b y B u y e r o f t h i a-.11116 e * e c u t i n , d e l i v e r y a n d c o n te m p la te d h e re b y ! A g reem en t an d th e tr a n s a c tio n s e m p lo y e d a n y b r o J c e r ^ f in d e r ^ n ^ n ^ ^ 3 * ^ ? * B u y e r h a s n o t c o n n e c t i o n w i t h t h e " t r a n s a c t * nT .v l s o r a.o r l n t r m e d i a r y i n A g re e m e n t w h ic S w S u l d t h * s o r s i m il a r f e e o r c o m m iL ? 2 to a ^ ro k e r 's , f i n d e r 's , th e c o n s u m m a tio n t h e r e o f . c o n n e c tio n th e r e w ith o r u p o n f o r i t s o m ' o S ? ^ n i i v e s t a S t iS u ? ? ? l l in 9 *h e S h a re s fo r r e s a le in c o n n e c t i o n ^ ^ ^ ^ 'd T o ? ^ ^ v if ? t o ' r v io la tio n o f fe d e ra l o r s t a t e ' s e e u r? * ? * r i ? u tlo n h e r e o f in p r e s e n t in te n tio n o f d i s t r i b u t i n g u n t i e s la w s a n d w ith n o th e re o f. B uyer w ill n n t ,o r r e s e l n g a n y p a r t in v io la tio n o f a n y su c h la w .is tr ib u te o r r e s e ll a n y S h a re s ARTICLE 7 covenants and ag reem en ts -- SELLER. CYPRTTfl ftflp buyer notice o f R eserve. representatives (including withont 8u?er and its accountants, counsel and o t h ^ , S ^ limitation, its public this Agreement ? " data * cl iomu ni ts iei lg a ?n rhf e ne ffVo iro e> g. o in j g? ' ^ BS uyy ee r^, ii ?t sI pC ^u ?b l? i cn i ea Sc c* o' u Wn t iat hn ot su t -2 7 - S S.-2- CAMC-Greco-001175 REDACTED DOCUMENT S u ftiS S ^ o s he p ?op ertyPa S i t s CodR e a inproDertvI e n v ir TM "e n ta l a u d its and S t o p s '2 : SmBX*" o f m iv n > .Q Z _____ ,, y , c u e n v i r o n m e n t a l i s s u e s , a n d review a n d ^ i t s ^ e p r e s e n t a t i v e s ^ i n ^ u e h ? " b e " " ' " a d y B ^ u n re a s o n a b ly w ith th e b u s in e s s o r o p e r a tio n s " ^ S e n i o r " a ^ g d S S 3 ^ a g 5 5 fa s X u o f t e s ti n g S e l l e r 's t a l c r e s p r u L s e n ta tiv e s f o r th e p u rp o s e rSoSpanyy With busin" * 5 l E . " 3 E u E * " * fu rn is h to ?th e ,,,,E aoh * to w ill an d re a s o n a b le a s e is tS S ^ a s su o h "i S L n e c ! f s a ry in fo rm a tio n r e q u e s t i n c o n n e c t i o n Sith f t I ? o t h e r p a r t y m a y r e a s o n a b l y f ilin a s o r su b TM ? 7 ~ L I th its Pr Para tio n o f n e c e ssa ry th is tr a n s a c tio n ? 8 1 0 n s to an * g o v e rn m e n t a g en c y r e la te d to ia ? P tg in e s s ; In te rc o m p a n y r> , i t w i l l c a u s e t h e b u s i n e s s e s c o n d u c t e d a L ^ L f ? m a n ie S t 0 b e P e r a te d o n ly in th e o ? S iia ? op ri ef se ee r wv e ^ ft hh e0 1 1p1 7r8o6 p ae nr dt i ue ss e a na 1d 1 r er el aa ts ioo nn a sb hl ei p se f wf o i tr ht s t o * * su p p lie rs and customers o f such b u sin e sse s; __ e n i* * w i l l c a u s e e a c h C o m p a n y n o t t o issue a?ns vs u ke i"ndr a s L ? h a n ?' SoQnp t^ioCnasp, itwa al rSratonctks oo r^ ho t^hoemr pr iSg hn tys? oTMf e o iv e iS fv a i ? c 5 u lr e a n y su c h s h a r e s o r s e c u r itie s Xe t o o r ^ c h a n g e a b le f o r , o r w h ic h th e rw is e c o n fe r on th e h o ld e r th e re o f an y r ig h t to -28 CAMC-Greco-001176 REDACTED DOCUMENT ag ree m e n t s r s as i s C * S 2 i O S i,,S s i^ s ? , s s 2 any m a te riii a sse ss c * "s th e tr a n s f e r o f t r a n s f e r a n y kev e m r i f s 0 n t r a c t s ' o r h * r e f i r e o r d iv is io n o r o th e r b S i^ e s s C o m p a n ie s; s u b s ia i ry . w ith in o r am ong th e to ch an g e o r am end i ts C h a r te r ^ b v th e Com P a n ie s n o t o r g a n iz a tio n a g r e e m e n t s ; ' b y " la w s o r o th e r acquire o r t l th e ComPan ie s n ot t o a s s e t employed in ? the ' ,, right or ther th an in th e o rd in ary c o ? s ? 5 The CoPan ie s , o th e r understood th a t the 53! f busf ness U t being s h a ll not be con sid e?r? f talc ~ v e s business fo r p u r p o s e ordinary course o f i t s e l f keepVin f u n Wf ^ Ca*and S ? ' f T " i ! t to o r v i l 1 ^h&ra s s e ts and R eal PronoT+v a!?d f f e c t insurance on Companies or f w t t J T b S L ? ? * ProPrty o f the toCom panies, l i a b i l i t y and i o f emPlo yes o f th e related th e C o i p a n S f S V * ? " 1* * in su n c e C o m p a n ie s i n a c c o rd a n c e w ith d th n n L n n P e ri ? n n e l o f C o m p a n ie s, a n d i t w ill ? a s ? , P ra c tic e s o f th e r e c e i v e d under f a S . S S S L ^ f i " U P ? O C e e d s t h e C o m p a n ie s a t th r i f ? n c e s w i i-1 r e a i n a s s e t s o f th e C c ^ S S ^ tra M te rre d * enter into ' o r ^ o ^ e i d 1. TM " " ?* ComPanis not to or retirement contract orYa??anoem^ni, bcnu0' severance befit plan with regard t o ^ ^ n i ^ increase a i ^ s a l a TM "" L f ! "8! c"Penies not to payable or to bar^m other form of compensation or employees of S r Cm | ^ i e t0 of the executives any o? sSch e c f v 2 " n | i o e s payments made in the ordlTM eS' ex?ePfc fr to -m-f payments to for sucb CAMC-Greco-001177 " ." a - f w s r ^ i s r g -2 9 - s ? ,,, REDACTED DOCUMENT t npurchas|r0rhsalenorderrorno S Coursei an^ contract, rm eale x pc re os ps ero tf y leasereiairing a n eexSpie dn ?d i?t unrte' orr p(aBy>m ae nn yt te rm in a te d by v a a num o r w b ic h c a n n o t b e ^ e x c e e d in g ^ m o n th f ; * C o m p a n y W lt h i n a p e r i o d n o t in c u r a n y d e b t o r t o b iig a tiS n e f o i e h CO" P a n ie s n o t to t o e x te n d c r e d i t in t h l s i ? e o ^ o r o ^ S ^ fU ? d s a n d n o t r e c e iv a b le s o r o th e rw is e o th ^ y c o lle c tio n o f a n d r e g u la r c o u rse o f b S s in e s I? th a n ln ^ o ra ln a ry a n y a c t i o n ^ a n d n o t t o ^ a u s e ^ n v ^ e t ? TM 5 3 ? 1 n o t t o t a k e a n y p a r ty , w h ic h a c tio n S o u ld b e t a k e n bY a f f e c t th e b u s in e s s e s o f i i r i a l l y a n <* a d v e r s e l y in c lu d in g , an y o f th e wi^ C om p f an ! ie L s ?i nL ? i L ? ' tS ^ ^ 0^ s ta te 6' f title of th e R e a l P ro p e rty , i t w ill n o t* ^ a a te r ia l p o r tio n o f f a i l to e x e rc is e an y o n tio i a n y Co*Pany t o o p tio n to te rm in a te o r e x e rc is e any a n d t h e C l o s i n g w ith o u t B ^ f y ^ e tW ? e n ^ d a te h e re o f a s t o e a c h s u c h n o n - e x t e n s i o n OT.P +f* o r j t t e n c o n s e n t L e a s e , o r am en d o r m o d ify aS S s L i e f m in a tio n o f a n y o rd in a ry c o u rse ; y n y su c b ^ e e e e x c e p t in th e t o w in d u p ,(X u i i i L t a " r n I i s l o i ? i t 0 i n ? f ? " c P a n i< w t r a n s a c t i o n o f M e r g e r ll c u I a ? L S 3 " i n t o " af on ry e go o fi nt gh ea c^ t ii on n ls e. s " ^ aS gg r re iee ^t oo t^ a k e U a nl y " o0 ft t h e ti n t e r c o m p a n y a c c o i n t ^ b e t ^ ^ c ^ 1 , a g r e e t h a t a l l S e lle r (o th e r th a n C o m p a n y ? lnd t L r a n y A f f l l i a t e of s e t tl e d w ith p a y m e n t e ffe c t? TM a" d . a n y C om pany s h a ll b e t h e e x t e n t s u c h s e t t l e m e n t i s n o t * '? 37 c lo s in 9 an d to t h e C l o s i n g , s h a l l b e settled fe a s ib le a t o r p r io r to tColoCs ilno gs i, n gan. d such se ttle m e n t ss ha aa llil Sb2e eaLf f epcrtai?vtei c aabs l eo f apf treior r B u y e r s h a l l *e n s u S ^ t h a t a i H n S e (a ) O n g o in g En>m Company immediately p ^ e c e d i n ^ S e " ? ! w h ? ^ ? e e ^ l o y i S by a n y .osa on vacation^ D?e! i n c ludi^ compensation^ aanndd9tttti"ose sSubKjeSct1?to o" r ow^n^o tr1Ss S- s . "l t 'y /.-(.W.-a.-h-e -th-." in the case of employees subieet*? r n lay_of (but only, extent a collecti^barygaraniiSnmg aagarreLemfentfnprloavyi7doifnfg' tfoorthe7 ' -3 0 - CAMC-Greco-001178 REDACTED DOCUMENT s " ch TM p lo y e e a) (" A c tiv e !tW- s r * a if f iS S R w a a t - t ^ " S S S a S 'S S s S f ^ S e - 3 ^ S ? k 1 k 1 ^ ^ "3 ^ bb aa rrgS aai fnniinn gc aDgtrheee rm *e*n" t " o "r aayn e ixn ids itv TMi d uSa l aa g r" e e?m?e n tI.i v " P l0 y " e n t (b) ffglftge Benefit Plan p 5 S S r " `for providing f I S r i i r o f a t o e S S ^ S ^ ^ T S ^ S a i T * w its in p r io r to yth e f C lo s in g * ^ * ? 1*" 8***1 ^ a ^ a u i n g re d cc l a Ei m si S( i n rc l yu d ii n ig & l o n g' -l t e^ r m d i s a b i l i t y c l a i m s t h * * e x ^ e n c e 0TM ^ 1? ? 0" ? * o r t- t.m d i .i b S ! g Sc^ t 5 c lo s in 9 D a te ) a r is in g fro m 8 ssspss: w s as y in sah a lrl -a s ssu m ea t h es r et s pao n s i b i l i t y f o r p r o v i d i n a f a^* - U y e rr f ? ^ " S ^ L i i u ? S ; ? , r " d is a b illty c la i" a r i i 9 s ? s 2 ;.rx s S i2 n r a i i d i m ' f B u y e r s h a l l a s s u m e- t hs e rme s p o n sa i b ii l i st y rf o r c la im s m a d e ^ f te r ^ th ^ c lo s in g S a S " '* i f a p p lic a b le w ho te rm in a te d w ith v e s te d b e n e f its ! * p r i o r to th e C lo s in g D a te w ith r e t i r e e h e a lth a n d l i f e -3 1 - CAMC-Greco-001179 REDACTED DOCUMENT E m p lo y e e ^ p r io ^ tc ^ th e ^ i' p *a n < a ) w h ic h c o v e re d su c h D a te , B u y e f a ^ s ^ i A s o f C lo sin g Ja r se sA cgt i tv Te ESm sp l o^y se e fs ?t r s i"s" "H' R e "p r de s einltte ld " E ~m p l osy e e ds nwoh no ' f o r p r o v i d i n g E m p i o y e . f i i i o S S i L S S r^ mtUxitr t h e r e l e v a n t C o m p a n y p r i o r to e m p lo y m e n t w ith S e c t ion^lJiri? theec o d ^ rwith g ro u p h e a lth c c v e ^ e C? ^ i " ^ h b 5 h i e - ? - - i o " o |f th e a n d r e s p o n s i b i l i t i e s ^ 'u n d e r 1 a a s u m a S e i J e r *s o b l i g a t i o n s a g re e m e n ts c c i e r i ^ P ^ e e " o o lle o tiv - b a rg a in in g (<=) Pension p1anf b fe ' Buyer s s s s r s S p s : a s s r * ? " s ? ie d i n d u s t r i a l M in S S ls S TM , n i n ? ? P ? " y o r **" C y p ru s W a is T ^ a lf2 S i^ H l F 6" *" " TM a n d (B ) u p o n s u c h S e lle r P e n sio n P la n t h e B u y e r Pension Dii2Si!ri J?e accrued b e n e f i t s u n d e r p a r t i c i ^ a t e d i n e i t t e r tf ? " P l y<Jea w h s h a l l in n o e v e n t b S L s s th a n t h i f r ? n S i 2 p la n s u n d er such S e lle r P e n ^ V Z S * o ? v e n t ( u n l e L " S ? h i u i e r ^ bs L ! S ^ S i ? ' b u t in W c a ^ e n t o 3b e d ? i a n s ^ r r . r ? r o i ^ 9 t D a t? ' Pensian^P?Sin p re se n t v a lS e ^ f S T tS ^ S f i 7*j S e l` #^ l l .* ? * * a c tu a ria l C lo s in g D a t^ o f^ A c tiv e ^ E m p lo y e e s ^ "" Date to th e dat o i% S f 8S% per annun from th e C lo s in g a c tu a r ia lhp re s e n t v a lu e ns h a ll b -3 2 - CAMC-Greco-001180 REDACTED DOCUMENT 5 i S i i i | 1o f rt o r l ? ? 1Ue " hal1 b^th e Base Alternate Present and*1? * 01 " 6* 6110 b^tveen th e used h e r e in , the Base% ^ ? ,?SeHPresent Val- As a c t u a r i a l p re se n t va f . y ^3iW ^ L S ^ T f U i?Ma^cinntueeFar-ar*lissa l Is ^ p Company ti^ u a ff Annual Renort an/4 s h a ll mean th e f tha _ ^Cyprus 31, 1991 p l u r d i l S f ? J e -- aS f Deceber d e te rm in e d , a n ^ h e " S t e t S S i J 1 p rf s e n t v a lu e so m ean th e a c tu a r ia l p re s e S ^ v lin f 1* ^ ^ s h a ll a s s u m p t i o n s u s e d i ^ p r e p a r i n a ^ h ^ ? ^ n F 1 a t u a r i a l C om pany A n n u al R e p o rt h &L th e C y p ru s M in e ra ls m o d i f i e d t o (x) S S L a s o f M e m b e r 3 1 , 19 9 1, w i l l r e c e i v e b e n e f i t s u p o n te r m ? ^ ^ ^ 00 f ^ P l o y e e s u n d e r t h e lu m p su m ODt i o n \ S l n a t i o i* .o r r e ti r e m e n t p r a c t i c e s c u r r e n t l y u s e d h v ? f ? T P ^ 1116 c a l c u l a t i o n q u a l i f i e d s u p p l e m e n t s t h a t ^ m a v ^ i f * ^ i ! 1? l u d i n 9 a n y n o n d e f e r r e d ( o r im m e d ia te i f and upon G u a ra n ty C o rp o ra tio n i i t e L s t P r a le ) ? e ? s io n B en e f it p r o p o r t i o n o f E m p lo y e e s a s s u w o H ^ 6 8 ! 2 n d *y > b a s e t h e o p tio n o n th e a c tu a l to ta k e th e lu " P sum P e n s io n P la n ! " e r i h f l a s i iS * U n d er < * S e ll ? a c c o u n t t h e a g e a n d 'S e r v i c . o ? " ! ' , t a k i n g l n t t e r m i n a t i o n o r r e t i r e m e n t 8 2 * F 1 ^ P l o y e e s a t v a lu e s s h a ll b e c a lc u la te d a t a t p re se n t a ctu a ry appointed by S e lle r and a o r e e d t n t 9 Date by an ap p o in ted by Buyer and . 1 ? k a g r ed t o bY an a c tu a r y o f any b e n e fit ie S ? s S a*unt pEmf ptlroayneessf e ar .f t e r th e C2 lloLs?iSng Dn aitte hbKruft Sppr i?ot r t oto Atcht iev ed a te txn t h i s paragraph ( i ^ S e l l S r L d * ? tr a n s e r s d e scrib e d n g e a S n ts fo ? any r e m t ?Vy e r baU make Employees from the L S t L ? ? n e ft payments to S e ll e r and B u y e t s h a ll l l e r uPension Plan to Inform ation reaso n L iv each ?th er w ith access oat th e provisions o f th is S e c t iS ^ rdr t0 c a r r y S e l l e r s h a i ^ L e n f h f " L " ? C12S in g Dat> Forks P la n " ) t o make th e B w e r ? aployees (the "Three s e lle r sh a ll cause to be transferred, as -33- CAMC-Greco-001181 REDACTED DOCUMENT TunLTs K fs e u e r ei t h ^ n " y e ve n t 180 d a y s a f te r th e c o S in o n .fth f a g re e ) w ith in P l a n ^ a l l ^ s s e t s ^ a t t r i b u t a b l ^ t o 311^ J h ^ ~ ' E S " ' " d th e C y p ru s M in e ra ls ? p $ ^ l e ^ S u X " h ld U n d er 11 tcontribution^to t h e ^ e ^ l a n ^ w h n n ^ n "6 to "ake th e C lo sin g Date. Buyer s h a l i ^ i as u n til making required o n t H w f ? e resPonsible fo r after the^JoIing Sate w?h When dUe to these P ^ n s P o rk s P la n a M t t e W n s o ? p a " ? ^ t0 ? " T h ra s c o n t r i b u t i o n s f o r 19 9 1 f S r e < 3" i r d A g re e m e n t s h a l l b e t h e m in im iTM 2 f o r p u r p o s e s o f t h i s u n d e r S e c tio n 412 o o n trib u tio n a c tu a r y a p p o in te d b y S e lle ? Ill f ^ r m i n e d h * a n r e q u i r e d c o n t r i b u t i o n f o r 1991 S n ? K 5 ?a r e o f t h e re q u ire d c o n tr ib u tif ? g *h e *n tir e re q u ire d c o n trib u tio n fo r l o o h t ,8? ! 1^ 8 s h a re o f th e m u l t i p l y i n g t h e total sh a11 b e d e te rm in e d b y t h e f ? a c t i ? n a l vestin' l ^ H l ? c o n t r ^ u t i o n f o r 1 9 9 2 b y D a t e . B u y e r 's ? L ^ eC S d in sr " i n i 1 9 9 2 s h a l l b e t h e total S i . f S 9 ? l r e d c o n t r i h u t i o n f o r m in u s S e l l e r 's s h a r e o f t h a ^ I ^ i 00" t r i t j u t i n f o r 1 9 9 2 1 9 9 2 . i f a c t u a l o n t ? L S L S e r t h . 0 n t T i b u t l o n * e x c e e d s S e l l e r 's s h a re o f t h 2 ^ ~ i ,? ^ f P la n s b y S e l le r ts hu ec hn eB xu cy ee sr s ,s h a i l fl sr ee i i Sa wu Me ev .^ I ^n e er ^ f o ^r d ta hS e0 n a tmr iob uun tti oo nf a c o n t r i b u t i o n s e c 2 S i " l ? T ? " r e ( i u i r e d sthuechn eS xecl leesrs . s h a l l reim bUM e osSuyyerr ffoS rr t"h e" t rami bouutnit nosf under th e G raid i S i a d ^ S i L ? " 1" S e l l e r ' s l i a b i l i t y P la n f o r Members o f G e n e r a l^ * ? * M u ltie n Plo y er Pension U nion *544 M f m S i e d 2 ? w ? r i ? ,5s and H e lp ers L o ca l Brotherhood of TeamsterstAfl^ci0?ternatlOnal assume a l l ^ lia b j l i t i e ^ a n d ^ s I B i J ' f f i U j fta. Buyer s h a ll l i s t e d on s o h e d i i ; s ? ? 4 t t a ? c ^ ? r " 1 B e n a f i t P 1 " Companies o r th e E u r o p e a ^ C o m p a n i e s 19" e" p lo y e a s o f to e l i a b i l i t i e i ? ) i n c S I i n a ^ t an o ? " ^ ? PSnf i b U i t i r fo r a l l ol ifa Bb ui lyietri 'ess a acnt ido nasn yowritohmd-rBaew a li il a bu iliiitti es ,8a" r ?i s0i?n"g bbeacnaaufslet former Employees a f t e r th e C lo s in g r a t e ? 9 S e lle r # s then CAMC-Greco-001182 -3 4 - REDACTED DOCUMENT (f) a v in o s P ia - r? E S S " f f 2 * 3 E S K B K ." . P l a n a n d T r u s t ( t h e S f f f J Bfals C o m P a n y S a v i n g s re c o g n iz e d f o r a l l n n m n e e r S a v in g s P la n " ) s h a ll b e su c h s e rv ic e ia s L o n S - 6! th * re u n d e r to th e e x te n t P la n a n d (B ) t h l I c c o u n t h f i *5 S e lle r S a v in g s w h i c h a r e t r a n s f e r r e d fr o S a ? n C ? S -. s u c h E m p lo y e e s th e B u y er S a v in g s P lf n ^ S S e lle r S a v in g s P la n to pp aa r agg rraa pp nh sshh aallll Lb e f ?u? l* l. y v ae cs ct eo dr d aa nt c ae l wl itt ihn et hs .i s event ( u n l ^ a ^ h * ^ 8 ? s L ?" Ctab1?' but in " V within 180 days after^th**?? sfller otherwise*agree) cause to be t r L t f e ? L ^ L C1 *ng Date' Sellers shall th e B u y e r S a v in g s P la n t h e l i ^ i i f ? 1X ? r Sj v in ^ s P 1 n to b a la n c e s o f A c tiv e e S S io v L 1 1 1 it:L f 0 f t h e a c c o u n t S e lle r S a v in g s p lI n t o - n f ^ P a r t i c i p a t e d in th e m a r k e t v a l uu ee oo rf ww hh ?iAc hh i? s? et oq eu ra ,l w t iot h s ua cs hs e lt is a b i l i t fy a . i r described i ^ p a r a S a ^ f i 5 S l e t i " o f the tran sfer a r r a n g e m e n ts f o r a n y P e g u ii* e d b in e * ? ? * B u y e i\ s h a l l tta k e E m p l o y e e s f r o m the L f f J ? 1 .benefit P a y m e n t s t o i2 f 2 ?11 p ro v id e eaoh th e Pr o v U io 2 n ? nt t ^ 2 e s 2 eto e r and in t0 c a rry o u t a c t io n s t o p i o v f f f t t a l ^ U ^ ? 11 * ? a11 ne Y vested in the a n o 2 n S 2 r ^ it 2 S ^ % ? `? 10ya* a are ully 6 .4 , a n d B u y e r a g r e e s t 2 d 2 ? .2 5 1 1 ' S O n ? - U n d e r t h i s S e c tio n ass th e te rm s B u y er I n d e n n i t , ^ , 1 r 2 c 2 K f this i ? 2 r ' -3 5 - CAMC-Greco-001183 REDACTED DOCUMENT th r6 S p e C tiv e " n in g s a s c r ib e d th e r e to in N e ith e r B u y 4 r' n o ^ s i l t o f ^ ; ? f h ) M<U. A ffilia te s s h a ll m ake aS v e f .o ? L - f th e lr r f * c tiv e 3 3 8 (h ) (1 0 ) o f th e S to e ? Vs 2 u e r t o d lr " a t o J e i0 n ***make and may cause each member o f i t s a r f i ^ S i ' Buyer d e fin e d in S e c t io n 338(h)(5) o f th e Code? J i ? ? 9^OUp <as protective carryover baf in *.* e Codei to j m m a r e g u l a t i o n s u n d ^ r S e c t i o n 3 3 8 f e ^ o f t h o P Jv!H i d e d M* 0 r b y to th is e le c tio n , S e lle r w ill^ fu i? v C odf* W lth r e g a r d th e e le c tio n , i f n e c e s s L ^ . *Y c o o p e ra te an d jo in in iB) lability fgr Taxes and B o ated M n ^ ?rr lia b le f o r b i d & & Sha11 be 'r ^ iS - c S r " r g r c i p ^ f ^ ^ o S u c n s ^ l a ^ b a s is v i t o tosp^ct t o S ^ f f l S S g - S L " a" S ^^ " y"^ Y (a) imposed on S e l l e r ' s Groun /*. S e l l e r 's Group) described in the ? (oth* r ^ a n any Taxes fo r any taxab le year) fb? c o m p a n ie s o r fo /S S ih in i o th e rw is e b e lia b le fi) f L ^ o f h*1 Companies ani of C o m p a n ie s m ay t h a t e n d s o n o r before !Iy <t a x ? h J e y e a r o r p e r i o d r e s p e c t to a n y ta x f b le b b c lo s in 9 . D a te a n d , ( i i ) w ith a n d e n d in g a f t e r t h e ^ l o ^ n ^ ? e r i 2 d b e g in n in g b e fo re ' 'k% ' Seller for'thl M 2S5?S fSSJSSl t ? l % Ior.!mci indemnify s ^ lp s s s i* - iuch p e r i o d ^ any 0f tte Coffipanies received for as CAMC-Greco-001184 L"ra H -3 6 - REDACTED DOCUMENT tpthoer tipoonr toi of nth^ef ^yheelr^ eoarr o2r1o*e?r i!ooddX. eenSHdi?nf * anoyn, CoamndPatnhye fo r C lo sin g Date sh a ll beginning a fte r , the Company had a ta x a b le y e a r ^ r ^ f r i L 38^ ^ 9 t h a t such c lo s e o f the C lo sin g Date ? hlCh ended a t th e allow ances or deductions t h a i e p t exemP t io n s , annual b asis such as 5 a f ? c a l c ^ la te d on an shall be apportioned o ? I ^ S f b a s i e f " depreciatlon- t a x in g a u th o r it y 1^ by " V t t rea he ted Code or o r a tax any -fre sim e i l fcra ar^ 2 TM 2 ? ii? ** tio 0" nu n 5d he ar t had Secti obneen3 5 1 of such t a x in g a u L o r i t J L t e m i n e s ^ I ! 1' ^ S t a t e ta x la w ' in an a s s e t o f NeSco i n c l S } TM * - ^ J d^ s i ed ta x b a s is O th er Companies, as f ^ e C l S L S V l i 00? *2 any o f t t e th e C arryo ver B a sis ias d e fin J q i i!9i Dai e to be le s s b^an s h a ll indemnify B a s is o f su c h a s s e t ^ then S e lle r e X te n ! t h a t th e C a rry o v e r b e n e fits to B uyer g re a te r ta x b e m ade a t th e ^ tiie t h r i d l u S ^ t S 1! p ? ra ? ra P h sh a ll Bo fa sNi se w ac no d i ss h da el tl e rema ui na ei d t o b e o~ 't- hn e rr tt hh aa nS ^t hh e 1 C? a r nr y ao vs se er t ta x ra te i T e f f ^ t t S e th e d iffe re n c e b 2 w M n ^ . i " i 91" * 1 c o rp o ra te n 9 D a t* m u ltiP li d b y trheda et tef ormr itnheed paudjr puso ts ee ds t M bTSfPV"r o v ?i d!esdis, haonwd etvhear , re d u c tio n in th e b a s is i f p tin g suoh P y " n t, a b e t a k e n t a t o ^ o S S S ' t ? T " e S e S f ^ " ^ 8 *" " n o t d e te rm in a tio n th a t r e s u l t ^ th e o f su c h a s s e ts a ls o re s u lte d in th * d? C ti n i n .th e b a s is b a s is in in v e n to ry the i n c r a s e i n t h e a s s e ts , o r an y a s s e t th tV?b le S f , o th e r c u rre n t o r d e p le ta b le u n d e r th e a p D lic a h i^ t* * * 1? ' d Pr c ia b le htheer edina tetht ho a t suchHnd e t erruminina taitoin^ 1i?s ^ma^d1e*^ Ains uesfef de c t on tax by a basis in the a s ny depreciation s e^a^o^ donl.rf nDfec^e"mhb"e1r6313115, the 199 ad3uted 1 reduced (or, in t h r n o ^ s ? S i e!i" " 5 ollowance c s s a s s 1*X- J i , 1 9 9 1 a n d t h e C l o s i n g D a t e . p a y m e n t b y ^ B u y e r Pbrgliflg? Prigs. A n y a n ^ a d j u stm e n t^ to S . 'S E S i f E i S i * be b e c o m e s e n t i t l e d ^ ^ ^ l e f i n S ^"rP ^ S k a - I * S e i l e r p e r i o d f o r w h i c h ll 1 / l l T ^ ^ A l r l ^ T ^ -37- CAMC-Greco-001185 REDACTED DOCUMENT in d e n m ify B u y e r a n d su c h re fu n d o r c r e d i t i s 6 s o l e l y ( o r i n n a r t \ a. _ . , lo s s e s , c re d its o r s im ile ^ h ," r r i 'b a = lt o f D a te ( d e te r m in e d t e d t e e o r i l o i o l e l ^ **" C lo s in 9 > . an d is a ilr ite ia b ie ? o P an v o l ? ^ a? " p h . s u c ^ S n " ?" ^ f Y t0 the - W c S ^ L S S T S " ' or fe f u n f o r c r l d i ^ ^ d u '^ such losses, credits or / i r p a t e S " 2 . sii?iSiJ* ,, c*r*Y**ck any interest thereon, in together with credit of Taxes f o ^ hich fund or jSs Si i Li- TS rS T " ? e r ^ yBr i t ? ld t0 n o t a p p ly i f te ! i ; J n ^ 9 s e n te n c e s h a l l S e l l e r 's c o m p u ta tio n a l e r r o r f is a llo w a n o e i s c a u s e d b y t o b e f i l e d Vt e L I S " - . ? * U e r ? h a 1 1 i i l a o r c a u s e t e a t a re re q u ire d to w ith .re s P e c t to T ax es o f t e e C o m p a n ie sd f o r ^ L t e ^ y e L r o r ^ r ^ ^ 0 " y and Pe r i o d so r b e f o r e t h e C l o s i n g D a t e Jhti r e n d in g o n c L n 8 ? r e i i f 1? o t S S l X i ' ` ^ r P X i ? y f I i n r d U e s W tffc S : p u rsu a n t to th is p a rag ra p h s i l i e i - ^ h i ? ? 11**1 t o f i l e T a x e s f o r w h ic h S e l l e r i s iH a .x ? il e r s h a l f P a V B u y e r th e i t s th e n b e s t e s tim a te ,, 5 sh a 1 1 P ro v id e S e lle r w ith u n d e r t h i s ^ S ^ ^ \ oe n ^ " f t P o ^ d " - ^ t s p a y m e n t Z w T S S L 2 te e e i^ rS i r e g a r d t o t a x e s f o r p e r i o d s t h S beg" b 2 f e u t -38- CAMC-Greco-001186 REDACTED DOCUMENT S ^ sJ r d S ,S ir " - accrued on the Final ty' any amounts K E -L rln 5 S W notice of any of the Companies of by any federal? state, local o r i o n e ? TM ^ f a3Eessment saiurssa-^ r i g h r i o ^ e p r e s e n r a ^ ^ o i p a n v 's ! f h a 1 1 h a v e * s o le s f & S x n i s s r s x r H v r 2 ^ * 31*2? 2 ^ s s ^ C l^ :r 2 , ^ , Taxes which wou i S ^ e r s I l i affect fi "?? S a* for Taxes of the Buyer or anv oa?c~ tt* ^ability for period endina after fithe~Companies for any ijnicnocmleudtianxg^dbeutf^nioct i e n r i i J Su ep ^o ossi?Uioin* fofT amort?3a??EnSo " T S' ^ r e d u c tio n ^ ? ^ ^ ` o S % * & " % ? f p r i o r w r itte n c o n s e n tCo f d B u y e "r ^ s u c l? 'rd S l w th o u t b e u n re a s o n a b ly w ith h e ld id * * ? ? C h f o n s e n t s h a ll n o t a g a i n s t 't h e ^ f f ^ ^" ^ i ^ e * SSy" " ^ s h a ll h a S % h f f Ci S * an y su c h s e ttle m e n t. B u y er t0 interest in any tax audit or a?y CoaPany #s before^but e n L ^ f t e ^ ^ C l o s ^ ^iSs S K ' ^ p S 1:? S y ^ " " o 8; e t t ^ 2 S T S d C1? ? }ng ? e w h ic h ^ a y ^ b e ^ th e s ^ j ^ f " *11" 9 " ^ ' S W w S g S 2 S 2 r a ? < consent shali not be Lreasonabiy Sithheldf' ^ A o reen en t.a THY M l PC H tlM as -3 9 - CAMC-Greco-001187 REDACTED DOCUMENT a n d a n y o f t h e c o m p a n ie s S h S i l " 'b f '? r S e l le r ' s G ro u p o f th e c o m p a n ie s a s S f ? h e ? l L i n 0 t ^ i n a te ? to e a S h p a y m e n ts w h ic h a r e ow ed b y L ? ! ? 't h 2 V . p u rs u a n t th e r e to s h a ll b e m ade Ih e re u n d e ? * C " p a n ie s be lia b le fo r J ^ l e r ? n d B y e r s h a l l e a c h s im ila r ta m e s a r is in g u n i a ^ fro n t th e s a le o f th e s h a r a ? Y tra n s fe r ta x e s ? B uyer aS d m a k in g a n y p a y m e n t w ith h o ld ? TM f tf t f^ ? ' ^ 8 '- ," 8 lo c a l r o f r o r ei *g *n * l a w r e a l P ro p e rty s h a ll c o o p e ra te f u lly i n re tu rn o r i S f ^ t i o S ^ illn 9 any tr a n s f e r , s a le s , u se o r o th e r s im ? ? a i f r e P<=t t o a p r e c e d i n g s e n t e n c e . T h e o a r t v ,-0 i i a r d e s c rib e d in th e lo c a l o r fo re ig n i w fo ? S a k iL S ? n s ib le u n d e r " ta te , su c h am o u n t o r f ilin g sS ch re tu TM P a y m e n t, w ith h o ld in g re s p e c t to su c h tr a n s f e r s f? o r in f o n a tio n w ith s h a l l u n d e r ta k e t o f u l f i l l t h a t #r e s n o n s i s im ila r ta x e s h o w e v e r, th a t S e lle r m u st S P ib lllty ? p ro v id e d , m u st b e m ade b y B u y e r, a m o ^ t a n Y P a irin e n t t h a t o r r e tu r n o r in fo rm a tio n t i S t wit 4? ^ Wi t h h e l d B uyer re sp e c t to su ch tra n s fe r, s a le s , i s ^ X r ^ a r ' ^ e s . r e s p e c t t o ( t h e p e r i l d s t l n n i 9 9 2 >>p r i I ? V t f l 8 ^ i ' b Y B U Y 9 r ~ w i t h B u y er s h a ll p ro m p tly c a u s e 1e a c h P o f i h ^ n th e C} o s in 9 B a te , a n d p r o v i d e t o S e l l e r a p a c k a g e It J P a n ie s t o p r e p a r e (th e "T ax P a c k a g e " )? w h i ? h i h f i i i ta x i ^ fo rm atio n m a te ria ls W ith p a s t p r a c t i c e i n c i i l L f S s t b r a S ? TM t e d i n th e in fo rm a tio n , s c h e d u le s an d tiC aS to Pro v id in g m e th o d o f c o m p u ta tio n o f p a p e rs and a s to th e r e le v a n t m e a s u re o f in c o m e o f e a c h ^ i ^ 6 *n c o m e r o th e r s h a ll c a u se th e T ax P ack aao j ,, t h e C o m p a n ie s . B u y e r b e d e liv e re d to P a ra g rap h S * D a t e , e a c h ^ o f s S l f ^ ^ S d ^ / Z l i r 1 '1 n ' M t e r C l o a i n 9 A f f i l i a t e s ^ to a s s i s t ? t h e ^ S " " t i" i r , r s P o tiv e R e tu rn s o r r e p o r ts w ith su c h h o ? h P a rty in ? r e p a r in 9 a n y M n T r i^ ^ r s ib L a u d i t s o f / o ^ d i s ^ e r w ? ^ 1 ^ 111 p r e p a r i n 9 f o r a n y r e g a r d in g a n y R e t u r n s % T S y ^ f * t& e * C o m p a n ie s; ta x in g a u th o rity S f r a s o ^ % e ^ 2 ? e f ! i u a " d "y -40- CAMC-Greco-001188 REDACTED DOCUMENT o?f^ a^ e r ^ i e s f *" -- * U t t o , to T axes w ritin g o f ^ n y P I n d i i i g % r ^ e a i S S \ to th e o th e r in a s s e s s m e n ts o f a n y o f t h f ta x a u d its Sf oe rc t iwo hn i ;c h a nt hd e o t h e r m a yy h a vv el af ll ii aa hb ( i lf i? t fy t au xn ?d be rl e t hP ies r i o d s c o rre sp o n d e n c e re c e iv e d ^ ro S ^ n i c o p ie s o f a l l c o n n e c tio n w ith an y ta x aS ?H -a n y * a x in 9 a u th o r ity in w ith re s p e c t to S r * * s t o r e a n d m a i n t a i ^ t h e ^ o r i a i n a i *r- S a l i e r w i l l c o n t i n u e t o s t a t e , l o c a l o r f o r e i g n lil r i L TM * ? * f a n y * * > ! , s t i l l o p en fo r a u d it by an y ta x iJ S fo r an^ y ear u p to a n d in c lu d in g th e ta x a b le v L ^ th r itY i fo r a n y P e rio d o r b e f o r e th e C lo s in g D a te a n d Z ? r p e r io d s e n d in g o n e x c lu s iv e ly f o r p u rp o se s ? 7 rlc P a p e r s p r e p a r e d w ill p ro v id e B ^ y e r ^ h c S p ils ? 9 a ? ? C h p a p e rs th a t h av e b een p re p a re d S ith ii C l o s i n g D a t e a n d w i t h c o p i e s of p a p e rs a s so o n a s p o s s ib le a f t f r r * tU rn s S e lle r r e tu r n s a n d w o rk ? ay s a fte r r e tu r n s a n d w o rk p a p e rs a re p re p a re d . le U e ? S in d e s tr u c tio n o f a n y re c o rd s m o n iii an d p ro v id e B u y e r w ith th e rv n m a in ta in su c h n o t i ^ S ^ * a n d W o rk BVy e r P r io r to 't h i s s u b s e c tio n to s t o th e (F ) lid th e P a r t i e i Gs e t S f S t h a i5 a & ^ 1 ^ i } a n a -k TM e o b lig a tio n s o f aa ns d t oa b tsi om l eu .t e a n d s h a l l r e m a i n li nn eS ff ff eI Lc tt h wS <i ti hh ob au *t U l? i?mo ni `tUa tt ii oo nn a l t h ir d - p a r ty *in s u r a n c e ^ n o lie i * 5 * ? ! x* a n t " t ( i) th e r e a r e A f f i l i a t e s ( o t h e r t h a n P t h o nZ* a a f n t a i n e d b y S e l l e r a n d i t s f a U c i a g " ) in s u rin g a g a in s t a n y lM E ) * n a m ~,> " ~ e x p e n s e r e l a t i n g t o t h e a s s e S Y i5' l l a b i l i t y , d a m a g e o r = n d " b , p ro d u c ts a n d e m p lo y e e s ( in c lu d in g f O P a ra tio n s ' ? ia S ? it i s i ? eo la ? m s a n L m D P an y ( a l1 ^ l o a s ^ T <" ,P l y e a S ) a v a ila b ility o f in s u r a n t5TM 01 ex p en E es' re g a rd le s s o f th e c o ll e c t iv e l y a s th e " B u s in e .Z o r a ris in g o u t o f , ? 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J f e i n J r e f e r r <> t o a n d i l a t i n o to S e l l e r ' s I n s u r a n c e P o l i c U s c o S i TM . f . ? 1* p e r m it c la im s (" c ia iin s n v- a f.t e r ^ and (ii) C lo sin g to B u sin e ss L ia b ilitiiT ? e la i? n a tS ^ r e s p e c t to su ch o c c u r r e n c e s p r i o r t o t h e c i o s i S L ? ? 1 1119 o u t o f and c a u se su ch A f f ilia te s tS c o o ie ra t^ w ith ^ 3 t0 cooPe r a te C o m p a n ie s in s u b m ittin g C l a L s ^ e ^ S B u y e r -4 1 - CAMC-Greco-001189 REDACTED DOCUMENT - ^*tAS,w^*s--` \:f;, th e C lo s in g . r e l a t i n g t o l io oc ic au sr r e n1 ct he s r ep sr pi oe rc t t ot o (iff, f ?r ta xc o v e r e d b y ^ t i ^ r f e ^B u y lr ^ n i ^ s re " rd s C om pany to , f o r a o e riirf r W l1 1 ' a n d w i l l c a u s e e a c h r e t a i n a i l 'b o o k s ? ? e ? |s f n d S t i ^ J a f t e r 4116 s i n g ? th e b u s in e s s e s o f th e C o m p a n ie s i n r ^ ? c TM" n t s p e r ta in in g to D a te a n d t o m ak e th e sam e a v a iia b ? * Xi f te n c e o n th e C lo s in g f o r in s p e c tio n a n d c o p y in g a f t e r th e C lo s in g D a te 9 a sS e l l e r a t S e l l e r ' s 2 2 L i n a r a n y A ff i l i a t l o ? o f B u y e r o r su c h C om pany a r m ? i S i n o r m a l b u s i n e s s h o u r s r e q u e s t a n d u p o n re a s o n a b le n o t i c e ' ? ^ UP2 V e a s o n a b le ? "e r a l i ! y f th e fo re g o in g , th e C om pany to , m ake a v a ila b le to S e lle r-11* * a ? ? 1* 1 c a u s e e a c h S e l l e r a n d t h e i r r e s p e c t i v e r o o S 1 I. t ? e A f f i l i a t e s o f ?n*S vd n e ? e e s a ry o r d o s irlb ie by l l l i ^ r n ? 8 in f TM * tio n in p re p a rin g th e ir re s p e c tiv e fin fn M ^ f f f U ch A ff i l i a t e s r e tu r n s a n d c o n d u c tin g a n y a u d i t ^ ^ n S r S e ^ i S ? n e i t h e r S e l l e r n ^ B ^ f f ? ? ! ! * i s ? ^ o r t 0 t h e closi**3, otherwise make any public s t a t i n ? S ? L press release or Agreement and the traneanfiatement with respect to this t h e p r i o r w r i t t e n c o n s e n t o f t h r S t h e r ^ u M !?e r e b y i t h o u t n o t b e u n re a s o n a b lv w ith h o ld o th e r (w h ic h c o n s e n t s h a ll S g l " . e tL ^ a n k S t? TM " 7 A w ith B u y e r o b ta in in g th e a p p ro v a l ^ o f i t s n Sh L ih o id S ? I ? ti0 n th is S e c tio n ^ ? . ^ S t ^ s t ^ r r - < ? x o eP t a s p ro v id e d in C y p r u s " o r a n y d e r i v a t i o n or* o r* .5 ^ llt t ? u s e th e nam e tr a n s f e r r e d h e re u n d e r. T he n a-r* ?2 th e r e o f *s b e in g a s p r o m p t l y a s p r a c t i c a b l e b S t ^ i f TM 9 ! i 1 ? B u y e r ^ a l l , f i v e (45) d a y s f o l l o w i n g the n i i ^ y e v e n t w i t h i n f o r t y - w ith th e a p p ro p ria te a u th o r itie s tn 9 f ^ e an am endm ent C y p ru s fro m th e nam e o f e a c h r o L a lg in a te th e nam e fo llo w in g th e C lo sin g L t 2 p an y ' and w ith in o n e y e a r tra d e n a ie s , t r a d e m a r k s ' f ! " o v e^o r o b lite r a te a ll sS ch le t* " * 12 V o ic e s ' s a le s o r d e r s ^ L c ta S iM 1 ? ig s ' p u rc h a s e l e t t e r h e a d s , s h ip p in g d o c u m e n t^ Infaftg S t? c k ' l a b e ls , i t o r a n y o f i t s A f f i l i a t e s fin o ? TM 2 * tll? rl m a t e r i a ls u s e d b y th e C o m p a n ie s ). F o r a o e r i o i S lu ? ii? g b u t n o t U n i t e d t o Y C lo s in g D a te , B u y e r a u d i t s i i 2 f 1J 1i ty d ay s a f te r th e C o m p a n ie s ) m a y c o n t i n u e to f ilia te s (in c lu d in g th e in v o ic e s , s a le s o rd e rs 6 p u rc h a se o rd e rs , (60) days' ptehreionda,meBCuyy^err iasA?*PSfriwVidedthfiiaPf5tienrg doculnts such sixty Companies) shall cease toSfe^itAffiliates (including the invoices, sales orders, letter-hein*^ pu^?hafe orders, e x i s t i n g o n t h e d a t e h e r e o f ,' ww nh i ci ch h b\ ee aa rr S *t hh e! ? , ni na m9 e d o" cC uymp er nu ts s" o r -4 2 - CAMC-Greco-001190 REDACTED DOCUMENT o t U ^ r ! t ! n a llSingly s e l l a r t h a n y su c h m a te r ia f V e rin g s u c h ^ ! ? ? * 0 ' v ith u t f i r s t w h ic h bear ! uals n o t i n ' mark o r w ; st c o n te m p la te ? 110? naa>e, m a rk e01- S? e n c e o n th e C l? !,1,! o r i t s A t t i f i S a b o V e / B u y e r w ? ! ! 1 0 9 0 - E x c e p t fc? ? g D a te n t t o i a i ? t e s ( i n c l u d i n g h n f 1 n t / a n <3 w i n e . ^ e e x t e n t ^ ^ T S ^ :k i0 S ^ u Z fS p g * * " ^ S S L i u o n T ot * S I p I P s h ?- S e l l e r ' s c o s t Snd to th e e x te n t I P ro vid ed p r i o r i t h e same to tho ^ st< Buyer shall ?nf?tuBuyer fihall r e ^ to the S ^ s s s ^ f f i s s j S - r -^ M | M p e n t Seller's 2nly be billed L r quire, at e y s te ? ? m? f ^ 0^ i o e s ai e p ? ^ ^ * 7 * * J S g S f X L i * m m u E S S f e a j ~ s y s y s s * I t ~ * S S E t t y S 1 ? . S eS a ? ? t * " ? y j g r v i c e s Pr v i I e r S g * * - - 'o r as long a8 oontinuas a fte r | h ro" " clo sin g J ? " ' or * r a ? o n e y a a-r4 3 - 2 r s u s * . to CAMC-Greco-001191 REDACTED DOCUMENT rms.s h a ll provide S e l l e r , and a purchaser a n d th e Buyer o n ly hw ith s p e c ^ io ^ J c ^ f a c iU t i0 V & h T " * ^ l " in g l t 5 S & 2 S S o r llC6nse t'utillze E r S E i S " - c o n d ltio n s 7A e r ;in^ g I I I n : : eh Sf f g ; to ta r n s an d *to be done a l l f K ^ n TtteTivV'&L n s l ! m ? e 'a i m S e aj"L acr*o n and to rdo , f oer c' as u s" e ? rPer " ^ v i4 a b la ?S by t h i s Agreem ent, in c lu d in g , S t o o S l i n i t i o n nc h ? ? l ai ed S e l l e r 's r L h t *t o ^ f n q S S * ' ( a ) s ^ j c t t o p e rio d o f f iv e b u s in e s s ' a w ill c a u se e a c h o f i t s A ffilia te e n o r9l s H r w ill n o t, an d b u s in e s s th a t d ir e c tl? o r K * t 0 n g a g e i n a n y t a l c b u s i n e s s e s o f t h e S n a n ? L i n ? i r e c t i Y ' 1 P e t e s w i t h t h e D a te ; p ro v id e d _ h o w e v e r" 1^ I * a ? ~ fv ? d U c te d , " th e C lo s in g %X"ttA ? ? & ! 5 i ? ) S B S S W S t - f f i S i ? ^ 18 as a n o n -p rin a ?y ab ^ g n e s I , aayt a ^ P" s in s s USineSS " h iC h h a s ' Buyer w i l l ' n i t , ^ d ' w ? " 1^ ^ U s ' ' ! ^ cl " 9, engage in any b a r ite business th a t d i i e i i f vA f f 1 1 8 not to tchoempceltoessi nwaithDatthe*e b a r it e b u suin6e8s8s oor f S^eel ilel iri,' as cdonidruecctetdl yo,n in t h i s S e c tio n 7 .1 4 ( b ^ I h a l l ^ M h f h i n o th in 9 c o n ta in e d fuss S S I S t . " TM t r a d e s e c r e t s? ro Sr nw ni ri i m ! ?a* S o%r a n^y " o ?t hS Se r pf a *r s o*n a n*y s u c h . o th e r c o n f id e n tia l in f o r m a t io n ^ e ia t in ^ t o ^ e 0^ 081119^ an y a n n ? ? TM ? f w i t h B u y e r, a s r e q u ir e d b y la w o r CAMC-Greco-001192 -44- REDACTED DOCUMENT . D a t e ' S e l l e r F S i l l S o t ^ n d ^ i i ? 1 ' 6 y e a r s a f t e r t h e (w h ic h c o n s e n t s h a l l n o t b e i r ? ? y r f p r i o r w r i t te n c o n s e n t e m p l o y , o r s o l i c i t t h e h i r i ^ i n r e a S O n a b l y w i t h h e l d ) , h i r e or o f th e c o m p a n ie s * * h l r i n g o r e P io y m e n t o f , a iy e ip ? o ? e e p r o v i s i o n o f t h i ^ S e c t i o n * ^ ? ? Bi y e f a g r e e t h a t , i f a n y i n v a i i d o r u n e n f o r c e a b l e ? s u c h o r a S * ^ a b d i c a t e d to b e e x te n t p e r m itte d b y la w b * U* !L P r 5 Vi s ic m s h a l l / t o th e r e s p e c t , a n d o n l y w i t h r e s o e c t Ird h e re fro m w ith p r o v is io n ^ th e p a r tic u la r ? n w S o p e ra tio n o f such a d ju d ic a tio n w as m ad e; o r o v ^ a i i s ? lc t i o n in w h ic h su c h an y su c h p ro v is io n m ay bSMSXsz, t h a t t o t h e e x t e n t D u ris d ic tio n b y lim X itiS n ^ f t ? ! U d an d h fo rc e a b le in s S S g e o g ra p h ic a l a ie a o r tim e o e r iS J SC P e o f th e a c t i v i t i e s a g re e th a t su c h p ro v is io n i e f e d ' S e l l r a n d B u y e i- t h e e x t e n t , a n d o n l y t o t h e e x t e n t 8 *1 3 * 1 b e d e e m e d U n i t e d t o p ro v is io n e n fo rc e a b le to th e S l l e t n e S ?S S ary to m ake su c h ju r is d ic tio n ! ^ 5 " * P U b lio u S * K iS S ib le T ra n sfe r a n d ^ s s ^ M io ^ P u rsu a n t to th e A g re en e n t o f n d N ew o o , S e U e TM h a s L r e e ^ t f T 5 ' . 1 9 9 2 b e tw e e n s S l e r r e c o r d a n d b e n e f i c i a l o w n e r s h i p ^ J a | e r t o N e w c o , i t s o u ts ta n d in g s h a r e s o f N ih o n f th e is s u e d an d u n a b le t o t r a n s f e r lu c S s h L e s i " S I f S e ll is tt oo t ip | ul er Sc hh al ns e t hs ue c hj si hn at r ev se n t tu hr oe ,,I ixe rr cc ii ss ea C h? hh bs ?i Cr a pU r seee mt h pa t i vo et h re i ro h t im m e d ia te ly b e d e liv e r e d 2 \ g ? ed S fro ja * * u S h S f * have * 7 TM d ' th n 1 -^ g i ^ ? dy g r ? UTld^Mf r,e pr ? r rTr 1 The p a r t ie s Underground Mine P r o p e r t y * ^ t o th e Hamm c o s t s a s s o c ia te d w ith 2 y J 2 L ? ! ? * 1 ? re sP n s ib le f o r a l l P ro p e rty . Any r e q u i r e d up o f uch ?n re a su a b ly P r a c t ic a b le . be Pe r *ormed as soon L?w !a t i r i a l t5 n^Piiance w ith i n i o n ^ 3V U<rh ProP rty i s Jaw s, Buyer s h a l l have th e o p t i o n * ? ^ b3f E n v ironmental fo r one d o lla r in cash . Ption to purchase such property a a y b e l l a M ^ t o ^ d i S l f 5 5 B 5 ? 2 ? TM 1r.F O r ? S l o n g a s S e l l e r B u y er a g re e s to m a in ta in L f ? i P u rs u a n t to t h i s A g reem en t th e C o m p a n ie s in a m a n n e r a n d am 8 ^ h e r r u p t i o n in s u r a n c e f o r C om pany e n g a g e d in th e sam e bn S i ! 1 re a s o n a b le f o r a sam e a re a . ^ "e b u s in e s s a s th e C o m p a n ie s in th e CAMC-Greco-001193 -4 5 - REDACTED DOCUMENT ARTICLE 8 &8EmaBPR'a m m1 of ,T.Tin , f u l f i l l 10?8 describedinA rticl?r5t ? cnETMnata the 0 following^conditions^rior to ' re p re s e n ta ? i^ n s Th* D atefSith th i resP=tsa?UanS " d| f h??eun,3er sh a ll a s o f t h e C l o s i n g o r c e a r d e f f e c t a s ? h TM f v,t h e C 1 s i n g c o n t e m p l a t e d b y t h i s ^ T - * 1* f o r c h a n g S P e r a i S ^ V * a n d * C f s s'n S & , is,3Si"- s s s s's^ Ast s?F-S r . . _ x ana 8 . 2 have been Cyprus, anyCompany^r^any^f iistyagainst0Buyerers e n tal transactions o a * 2 & g r 5 " t ~ * * * * & ? % f u n titia e ^ h ic h ^ re o u la ? 11188 " * > ^ S 5 S S a ,, T i io a tio n * o r B u y e r, B u y er, o r n e c e s s a r y n ^ h * 1 b u s ^ n e s s o f S e l l e r a n v th e ir r o l n a ^ P a r t o f S e lle r a n v '/ n^ nC *o m o p t a ll n e y r sSSSffl1 s&riSsSraaa Sr- -4 6 - CAMC-Greco-001194 REDACTED DOCUMENT 8.6. S h a ll h a v e I. H o s j n r r n a 7 i ,, r i ., .fc re q u e st in o rd e r SU iril l i c e n c e a s e l l l ? ! ! ^ ' S e l l e r B u y e r t o c o n s J L m a t l t h e ^ i 1 *1 (l)- " P B " n d A g r e e m e n t a n d ( ) C D i n n i ^ r a n s a c ^ o n s c o n t e m o l a - t - o H 11? 0 1 7 1 ^ S e t f o r t * h e r e i n * C O in p lla n w ith t h e C o n a n s ' ARTICLE 9 COflPlTTONS PRg^DEWT n f prry^ 2tohsu-te the atth aCh "nlitionf^HitoT#&:!:. Closing: 0t tte b l o w i n g tLt^t 2 2 S S 4 ; ^ 2 2 * 2 ^ ^ t h " t S l^ ? g S . I2 r S iS changes permit*!? aS of ^ Closing n f L effect as except t i r X iSLS: contemplated by S f \ eXCept made as of a that any represe^ff,Agreeaient and representation^or^warrantte'u n 18 respects as of such 5ffnty 81,811 be true in i?? *. this Section o , c" ?ate; provided that m,i 811 matQrial i a t r e ? e n ta tlo n 8 " ^ w w a i t i Uni r u th fu ln as o f " S e n0t lnvoke K S f i ?!L\^?tChan^ " ai^cti p % ? I I T r 8 "atitute a have a matiiSf,11^ Pviously untaoTOtoBl"d " disclosed C o n p a n iS ^ 1^ - 8 a = t. ^ S e ^ ^ the non-compliance j!y.?ot invoke this Section ? ! Closing; fir S ' :ob b s o T ^ X a % K aT CAMC-Greco-001195 -47- REDACTED DOCUMENT C o m p an y t S r S a n 1 o f Xt h e i r g a in S t B? y e r ' S e l l e r , C y p ru s a n v p rin c ip a ls , th e r e s t r a i n s , p r e v e n ts o r m a e S a f v L TM * f th e m ' t h a t c o n te m p la te d h e re b y . a te r ia lly ch an g es th e tra n s a c tio n s a n d a u t h o r i i a t i o S S f f Q ^ v e r S i L ? a i e r i 2 ;L c o n s e n t s , a p p r o v a l s a u th o ritie s , and a n f K ? a ? d r e ? u la to r^ P p ro v a ls g o v e rn m e n ta l a u th o r itie s a X n o tif N a tio n s o f e n t i t i e s w h i c h r e g u l a t e the hn ^ ^ a t o r y a g e n c i e s o r o t h e r o r B u y er, n e c e s s a ^ on th e n a r t S f ? ? ? S e lle r ' an y C om pany B u y e r , o r t h e i r r e s p e c t i v e A f S l i i t i J 1 1 ^ ' * ? n y C oinP a n y o r Y d e liv e ry o f t h i s A g reem en t an d ' t o the e x e c u t i o n a n d t r a n s a c t i o n s c o n t e m p l a t e d h e r e f e * 1 6 J ? 1f U 3niB a t i o n o f t h e o r e f f e c t e d ( a n d a l l n n i -s . s h a ll h a v e b e e n o b ta in e d " e l u d i n g 2 t S i 2 5 l S S J : f W a^ n g * * * ? * % * ti^ ' re9 u la tio n o r r u le i n i , , ? d t.any aP P lic a b le law , th e HSR A c t s h a l l have Spii-ed^ ^ding b u t n ot lim it e d to ' a p p lica b le ) ; provided that? or ^orminated, as se ctio n 9.5 u S iw s t t e " a i i r L " S L n? t is c o n se n ts, a p p ro v a ls and w t h o i f b t a illi 0 r e f f e c t such o U h h V e a " a t e r i a l a d v e r s e e f f e S ^ A 1 ? u t h e a 9 < ? r e g a te th e C o m p a n ie s a s a w h o le . n ^ a lc b u s in e s s s h a ll h av e d i g g in g P e liv e t^ .^ B uyer revest in order to establish??? ,, B"yar " y o S I K y Seller and Cyprus to eon=uTM.*i1L th? power and authority at contemplated by this A o r e S ^ *5 transactions yf conditions of Closing Set flrth Seriin! C"pliance with the transactions'co^^^ated^S'thP1. Cloaln the A s s u m p t i o n d a t e s J u i,8 5 , l 9 K ^ 9 r a a oe e n t o f T r a n s f e r a n d h a v e o c c u r r e d t o B u y e r '. r e e s c S S ? e " a ? i e " t TM . N eW 00 s b a 1 1 C o n su m e r t l d u < ^ ^ 2 7 T ( I j l S 2 1f h ` . , J o h n s o n J o h n s o n o f t e r m i n a t i o n t o c l s t s ? } ,"? * h a v * g i v e n n o t i c e p u rs u a n t to th e T a lc su n m 8 A f f lli* te s o r to B u y er }' M i n e r a l s I n c . a n d J S J , d a t e d ' b e t w e a n W i n d s o r j-i article 10 SURVIVAL OF REPRESENTATIONS -------------&ND __________ CAMC-Greco-001196 -4 8 - REDACTED DOCUMENT included o r D r o v i r t o / i p , , AC lgo Ss ei n mg ^D raithe aaUn d0ssSh^a ilvl Tr ?- Si f ri na pP eer iro idT oe|f noPnUe^ y e^a r 1a^ ftet hr i si t , ^ n S J-tS ^S s 2 W ? * i= * * 2 SSS5 Companies or t h e ir su cce sso rs. ' S e lle r *Y Buyer, the 5 in S e c t io n s 5 . 1 ^ 5 ^ p r e s e n t a t io n s and w a rra n tie s eont*a -s j survive the Clo4in^ at4 u S t i i 5 ^ 3 f t h is Agreement s h a ll tgzjgjgg. . * 3 2 ^ alr s ^ ~ -ptSith rtt^vtrA-H?w>i' th ir ty " ( s i,16- " ? ,.? 11* Agreement sh a ll ofn ta in e d In t h e r e t o fo r e s p e c i f i e d , Pin w r i t i S * ? 1* 3 r v l o l a t io n s ******S e ctio n 11.5, to S e lle r bv successors. 6 1 ie r b* ng n accrdance with the Companies or h e ir mfM :`$h-?*:: A R T IC L E 1 1 -rJ' JT C A T 7Q |j Affil|,t. / 1 ^;ihj^ m f i m i C >n of Ruver ^ j o i n t l y and s e v e r a lly a g r e e i 1* 4' S e l l e r and Cyprus harmless Buyer, i t s to defend* indem nify and bAi^ tnd *a s s ig n s ( i n d i v i d u a ? i ^ f a n d i t a su cce sso rs c o lle c t iv e ly , the "Buv^r jn^TjUll t e a " , and respect o fi Tnflgfflnlti pii") a g a in s t and in liabilities^costs^nd^vif3' clailns' damages, resulting or arisin g f r o ^ S ^ h caused by, f u l f i l l by (1< ? s S i i t T i S p l a t i n g to m( i i )f any b reCaocmhpl*o rwvi tiho l aatniyn gp r o i s L f i? 4 1 :1 1 1 5 rAgortehemtevniste; r e p r e s e n ta tio n o r w a rra itv ^ in?Sai2il 1 o f anV hereunder, o r ( i i i j anv e L ? f Cy? r V o r S e l l e r r e l a t i n g t o th e ODera??1* ^ ? * 1111* o u t o f or the Companies or e ith e r o f buslnesses o f any o f bo th e C lo sin g as to which Companies p rio r notice to se lle r w i t h i ^ S e ^ " -4 9 - CAMC-Greco-001197 REDACTED DOCUMENT 'c o s t s a, ndl i aexbpeinlsietsi e isnr, 'ain2^-iS r ' assessm' e' ntse, djui ndggms e, nts 'f e e s , d i r e c t l y r e n t i n g to rlltdefend, ln dem rify and hni,q v. A f f i l i a t e s , and th e ir (individually, a HSe11ar, " S a i l e r Ind*inn i f 1t u O *\, H*f^. *p" Bl 1u,ylerraa"rgtreTetns to S e l l e r and s | ? i e w s su?cessors and assionc ' r e s p e c t 1^ f t l V e l y ' th e arising'fromyo?notheiviMa?el,??USef by' suiting or any representation S , }c la im s lia b ilitie s ^ d e m a ^ d s * * ' S u i t s ' P ro ce ed in gs, c o s ts and expenses i S ' assessm ents, judgments ^ 6 6 8 #^ ^ i r eC^ ^ n^ ^ t ^^c^ e^ n d e m n i f i c a t i ^ f # S u b je c t t o S e e ^ i aJ , fo y ig P im m fl] Tndem n i f j f f ^ ^ , disclosed in S ^ e S u i ^ J H ' o ^ E ^ tS extend Lawson, j . Stevenson 5 t0 the extent Dr. Graham n a c tu a l knowledge on th e date s a asy ^-tcss?s!&a sasas*rS:F,with respect to ^ ^ w r ittS n ^ i r J *ohn Paulson has * ( belw a c t io n s , c la im s , S t ? a n d l ^ a a9e s , l o s s e s , l i a b i l S i l s lim i t a t i o n , removal c o s ts rem3?ef j (in c lu d in g , w ithout ' Z?iMe^}fn ***".p e n a ltie s, expenses S St8' and re a so n a b le a t t o r n e y 's an<^ ongoing m onitorino in d ire ctly based upon! <"*2 SS") d ir e c tly or 9' r e l a t i n g t o ( i) a n y t ? o ^ t a k enUL c ' , f e s u l t ^ g f L S or th e Hamm Underground Mine P r o ^ S * .!? S e l l e r wi t h r e s p e c t to Environm ental Law r e l a t i f p r t y o r any l i a b i l i t y u n d e r Ham. Underground Mine PrSpertv* ? f ? f e n t c ? it io n i t ^ S e Environm ental Law by th e c o Jm i^ ( i i ) any v l l a t i o n o f any any O f i t s e m p lo y e e s , r l p r S i ? f ,, f r t h e i r P f e d e c e s io ^ o r person o r e n t i t y a c t in a on S l S i i 1 S s ' a^en t s o r any o th er th e C lo s in g ( in c lu d in g ? w i t h o S t ^ i m i t ^ ? ComP a n ies p r io r t o o b ta in o r com ply w ith any De S i * 11? i ,t a t i o n ' any f a i l u r e t o or a u th o r iz a tio n under th eP S i % lic e n s e o r ot* e r approval W ), ( i i i ) any a n d t u S f any E n v ir o n S e S Law a r i s i n g on o r p r io r to E nvironm ental " re S P e C t f a n y * < * > iesion?1^ ? , 0^ 6" 1" -5 0 - CAMC-Greco-001198 REDACTED DOCUMENT Companies"* the^riplrtie^oraed9 in Connection with the Companies or their orJuiff owned or operated by the Closing (including, withoutSlimitat?ny Prior to the to investigation, removal rem!di^-0n/ U a b iliti.es relatino * j S a U o S r ^ i S I n S f % 2 J 2 5 S T of the Hazardous Substance in violation,,? the Presence of any existing on or prior to t h T S S i TM ?ny Environnsntal l L Companies or the properti I, sing *n connection with the companies or their "ned or operated by the Closing, provided, h o w w S S t * ??Y tine Prior to the ^ o u g h f b y ^ " ia?e l ^ i S ^ U " P ^ i S d ^ n ^ W ^ L c i i o n " ! ! " TM ^ ^ ^ ^ 6 e ninSemityn Purported availability of insurance. WlthOUt regard to any i!2 e2 ii,forei^ ,etiteaSr l I c a f T o r ^ i authoritl' (whether Ja w shall require Buyer or anv ii r lf any Environmental removal, remedial calZJS* y Coa>Pany to effect or Action"), or if any thi?d n I ^ S r aimllar actions ("R ^ e d i a ? Y Section8 1 1 ^ 3 ? " c t L i L v i r lai" f" ""da" i ^ e t i o i a^ iCh s S r a s sa?a s b m or property) give prompt w r i t t e n to Preserve life required Remedial Action or th^n+iu^06 to SeH e r of the Eeiiar, at its option hv ther Environmental Claim thirty (30) days ofBuyer'snotiet0+-uyer giveS w i t t S ^ " * ^ t i o n or other Environmental cii?TM*? Seller of the Remedial specified in Buyer's notice if thi" ^2r fuch shrter periods ???!!? 5equires that action be tav*2rdering governmental i?) day notice period woSid *??r prooPtly than such reasonably determines thlf *llow' or if Buyer the subj set of the R e m S l a l A c t i ^ o r ' % . i 0n<Ution "hi<=h is S ? * ? requires that action be t a k L L S * * 1 17 Environmental !?xrty (J) day period would allow? promptly than such of and effect such Remedial 1 -4.4 W shall (i) assume control Environmental Claim at its cof? * 01^ 037 defend such other suchrotoerEiviroSSentif' * * and , 1 1 oosts end ^ b T s ^ -5 1 - CAMC-Greco-001199 REDACTED DOCUMENT w L h ethent e m 1^ s e s Ca n r b e herhl:in<ier Sha11 be considered forth in Section n 3 /efnd 5 sub3ect fco the limitations set with each other and shall h a v ^ a r i a h t ^ 1^ ^ f 1 1 cooperate discussxons with applicable to Participate in effecting any Remedial^Actio? w ? f T ent aUthorities in completing any Remedial ActiSn ^ ? Y1?" toward promptly effect of any Remedial A c t i TM A ? izing the disruptive businesses of the Connan,' 1Cn on the conduct of the additional environmental liah?Y?*d*ng h*16 incurrence of existing c o n d i t i o n s to *es**at the and performing any RemediY? ? ! ^ Remedial Action is taken cost. All R e S e d i i l0West ^asoAable performed at the lowest r S a l o n f S S Bye? s h a 1 1 *> consideration the matters set S ,, Sti.takillSr into sentence, and subject to a u d i t ^ ^ Preceding soetllseurchmalyowneostt sreetatsloenable^ost ssnLail ^bet foorCBuSytear'^s excess governmental authorities Slatira? any claim ^ "V consent (which consent mv S ? ? * Uyer'B pri* b i t t e n governmental authorities ?eiat?i%any claiia anY Other Environmental claim ithSut*? a Remedial Action or consent (which consent mav Seller's prior written If Seller elects to assSSe SotiunJeasonably withheld)? Buyer shall provide Seller reasonah?* a Rendial Action, properties to allow S e l l e A reasonable access to the relevant Buyer shall, at Seller's evenCOaip^ebe suc^ Remedial Action to the properties of the ComnA prvide reasonable access* retired by seller i n o r t e ? f o ? I i , ^ " . * * > * a a o n t o L Action with respect to the Hamm naler to take Remedial provided that such access J? Underground Mine Property the buetoeelefol toe 2 ^ T " y " P t i ^ s Companies to any potential matori!?P^ m t yeitp3a th Companies let forth o n ^ c h l d S e ^ m ^ 1 ? 9 sites of the for Losses pursuant to qor,4-,_ e 11.3A, Seller's liab ility inliability for c" re Co s " l?<a> ?all not irtid^any not in the aggregate ex" el f ^ " ation1 oosts, and s S a T Price; provided, however? that n o -eqal to the Purchase uay be made under this s4 ctio 1 ? ,for any sin9 le item amount of such claim exceeds i l i r f ? 18 and until the and Cyprus shall be l i a w f i J P l S I P i" whloh s e S e U e r claim, with respect to the sitS? of such forth on Schedule 1 1 3 a ^ei? /S ^ Companies not set V" _ pursuant to S e c i L n i i ^ (!? * , ? }ia? U l t 7 Losi for closur and reclamatioi cSsts iintilities to any amount; provided K *,Z'OST:s' and shall not be limited single item m a y ^ e ^ l e 'undrt t o i at elai" 7 until the amount of such cla< ^n'whirt^ -52- CAMC-Greco-001200 REDACTED DOCUMENT of such1 c l L a ? dp^ ^ Sh^ j . ^ liable for the whole amount of any Remedial Action on C/ ll2 S2gvgE, that if the coat Seller to the r e z t t n l b l T s t t i n f ^ ^ is <=lrly S I w S by excess of its fair narket valuf of Buyer< *> b e TM ' Y troataking such Remedial Action have instead of property buyer for one dS?iptlon to reacquire liable tor any costs i s s o c ^ e T v f S ^ ^ r ^ 6 SOlely and 11. (a)(i\amount of all claims f o r v h i i i V ? ^ When the aggregate d under Sections 1 f??\Seller or Buyer is liable respectively, e ^ e ^ i y t f ?nd <b) or W-2, shall be liable for 1' in wbich case such oartv tmsxez,that in no event shall e i t h e r re fjan an amount in the acrareoft r Seller be liable for all claims made a c a W ?? 9!te to Ui) and (b) or 1 1 2 uader Sections hSKStei, that no lain fl? S y VsiioiE^ iite!i' furt L j -? 1' (lit and }hf r Buyer b* libie? M d e r 1 Seet?ay Ind^eHaS^S^^y ^ u S " '^ pursuant to an existing business i n t e ^ U ^ s u ^ n c e . jt:- Section ll.i or ll^f^hereof^h}?^! for indemnity under from the Indemnitee to the I n d e i ^ "ade by b i t t e n notice reasonable detail the b 2 ? s Party specifying in otherwise provided herein ,,k h*16 ciaia* Except as indemnification under Section**!!? Indf?nitee seeking of any claims made bv thirn or ii2 receives notice Which is to be the b L i s ^ * ! ^ * ? <"Thir<* Party C i S w ? hereunder, the Indemnitee^hali^fi" fr indemnification thereof to the Indemnifying prmPt b i t t e n notice the extent known) the nltSIe o r L S aS?n?bly S e a t i n g (to thereof, upon notice from t h f r S h claims and the basis Party may, but shall not be w a J i r ^ ' the indemnifying of any such Third Party c i a i i ^ i f ? 5?' assume the defense settlement, and the S L S i m A a ' p a r t v ^ if* ^ i s S o scs s f f i ' S j . ' r 1" - " counsel of the' I n d ^ i f " =08t" .* *Pense of legal and, BESEddsfl, further that suoh defense ? S tla.or c o n P r S u T i i v ^ Third ?.SS^!ilifying.Person ay not Indemnitee's prior written Pafty Claims without the be unreasonably withheld). T h ^ r i d i M i ? consent ball not '. The Indemnifying Party shall -5 3 - CAMC-Greco-001201 - REDACTED DOCUMENT thedefense 5 ^ ?i* ^.intention to assume iini (20) business days after the d*?fty*Claiin? W1thin twenty Indemnitee's notice in ! f receiPt of the * `M f If an Indemnifying Party dols not S^ i h?hifd Party Claims, business days after th TSfS Wltllin twenty (20) notice to the ?ndenee^ * T * ? ' 9 n?tice is ^iven! give the Third Party Claims, the Indemn?^?ti02 f the defese of deemed to have waived its r i S ? ? ? fyin Party sha11 be thereof, if the demi?eeI s t L t t the de**nse Pa*Jy claims because of the failure f any Third Party to do so in accordant 7*2 f,?f t* Indemnifying Indemnifying Party shall pay al^Ve?18 Sa5!tion H*4, the '-` expenses of such defense and J D3*1 costs and r&f the outcome thereof The tSh*114*! fuliy responsible for liability with resect *11 have thereof effected without P f e or settlement consent shall not be unreasonablyMttoelS) nSent <whieh .,iC Agreement `the SitoSi' thisW^ ? tfnd,il'9 anythin9 in this termination of this A g ^ i e S ^ i ^ f h ^ t S ! " .SUrVive ARTICLE 12 MISCET.TftfTflftTTo & after the ciosing^ s ^ i i I r ^ T y f ^ * ` From time to time to be executed a ^ d e U ^ 11 "^ ^ " ^ e l i v e r , =us. Buyer shall reasonably r e l t sumfnta to Buyer as effectively in Buyer g o o d ^ i l L ^ o VeSt more consummate more effectively the t 2 a n , 3 ares or otherwise this Agreement, and from time f tfansac^lons contemplated by Buye.- will execute and SeUver o ^ i 6 aftfr 1113 c i * L n g , * the transactions c o n t e m ^ e f b ? Pay the fees'and S j S S K f ' o / i S t?arties hereto shall accountants and other evna*2i1rS.refp?ctive counsel, expenses incurred by i t ^ n ^ TM "^ ? 1111-pay a11 other preparation and execution of negotiation, consummation of the tra^-*th*s Agreement and the Seller shall pay all e ^ e n s 0"? hereby, limitation, all taxes ' including, without incurred by it or the'ConmaJH*1*? registration fees, restructurin*g ofa. tthnee ttaallccPbbu2sii?n2esisn ocfrSmeelclteirnanwditihtsthe -5 4 - CAMC-Greco-001202 REDACTED DOCUMENT ^ " c r e ^ n ^ ^ e i c l : WithUt ^ " ^ i o n , those relating to. governed b^'aiid " }* A9ree"ent shall be the state of New York without ea.w;Lth' law of principles, including aii na^terf f 0 Choice <* law and performance. y matters of construction, validity permissions^ waivers^and oth1 notices' quests, shall be in writing and fhall^e0! " ^ 0 * * * 0 113 h u n d e r given if signed by the r S TM * ? deened to have been dulv the case of any corporation thiVe<persons giving them (in officer thereof) I S S e U v S r S b ? b ? in mail (registered, return hand' or bY United States addressed and postage prepaid;Pt requested)/ properly If to Seller, to; 9S1I0o0S Mm iin?e11r1al? CCi?rrcPl0e t i o n P0 . Box 3299 Englewood, Colorado 80 1 5 5 Attention: President with a copy to: Cyprus Mines Corporation 9100 Mineral Circle P.O. Box 3299 Englewood, Colorado 8 0 1 5 5 Attention: General Counsel If to Buyer, to: 150 East 58thISntcr*e/et New York, New York 1 0 1 5 5 Attention: President with copies to: H " selidated Lioitad Carlisle Place London SW1P ih t -55- CAMC-Greco-001203 REDACTED DOCUMENT Attention: Mr. P. Alan s. Lesser RTZ Corporation PLC 5 James's Square London SW1 Y 4LD " - Attention: Charles H.H. Lawton Esq. Sullivan & Cromwell st Olave's House 9 a Ironmonger Lane London EC2 V 8 EY Attention: David M . Kies, Esq. Such names and address^ v, . esses ay be ^ n g e d by such notice. (including the SchedulesAattaeh25VuThis Agreefflent a part hereof, and the C o i f i d e ^ L i i ^ v ^ 0 ' a 1 1 f which a" the entire understanding of the Agreement contains to the subject matter contained part*es hereto with resped cancels all prior aorepmonf herein, supersedes and undertakings and ^ u n i c ^ t i o n T o T ^ t ^ l i <corrPndence, written, respecting such sSj2ltiLSf M 1 or only by a w i t i e n ^ t a s S S ^ i e w r o t ^ T b r S ! * "ay be their respective successors ol S S i ^ s ^ parties or and paragripA'A e a ^ ^ r f g S f S f S a ; . article, sectio this Agreement are for refernif f contents contained in affect in any way the m e a ^ S o ?ufposes only and shall no Agreement. All reference* S? f interpretation of this or "Schedules" shall be deemed*^ "Sections" indicated? 8 h" f ^ Schedules^ h e ^ ^ s ^ e ^ 68 executed i i ^ o n k o ^ S S r e ^ S S ? * T5i Agrnent may be shall be deemed to be an origiSlf^ ^ aCh counte*Part Agreement shall inu S * t o the^I'nll^ ' This Seller and Buyer and their resnirni f and be binding upon in this Agreement, express orS?wrffV3 s?ccfssors- Nothing upon any Person not ^ p a r t y to tht6*' is intended to confei remedies under or by reason o? S ? ? 8 Agreement any rights or this Agreement may assign or dele^ate^i?"1** N party to its rights, obligations or l i a b i i f J i L 11^01, any P*tion of without the prior written consent of -56- CAMC-Greco-001204 REDACTED DOCUMENT right to assignj'ord delfgateanvhat S?ller shall have the obligations or liabilities v.any Port*on of its rights Seller, so loSg as S e ^ r a f S S ^ *2 any AffiliSte'of liable for the fulfillment*^ ?ha11 r*ain. fully liabilities hereunder; and Drovin 2^ biirations and shall have the right to a s s i ^ S ^ ' HttthfiCr that Buyer rights, obligations or lilhi??r? dalsate any or all of its h&^unaerAffiliate of Buyer so TM ites to any liable for the fulfillment5**??^* ?ha11 reain fully hereunder. Uffient of all of its obligations of any portion hereof^Ihall1nit KSl0rf The invalidity enforcement of such restriSti2n? "r*i t to broad to permit party agrees that a coSrt of c L n f / ^ *ul}est e*tent?^ach enforce such r e s t r i c t ^ t te 2 * jurisdiction may law, and each party hereby corSeSS1?!!? extent Permitted by scope may be judicially m o d i ? 2 and agrees that such proceeding brought to enfcrce |uch s ? S ? t L n ? ^ hereby irrev^cably ^ n d ^ u I c o l S ^ . Buyer' Seller and Cyprus exclusive J u r t S 2 t l TM S e s i ^ 11^ 8? 5"14 to <* located in the Borough of * 2 2 2 2 * and federal courts for any actions, suits o r ^ i ^ ^ S " ' The city f New York relating to this Agreement 2nd 2 arisfn^ out of or ' hereby (and Buyer,sell a S F r S l transactins contemplated any action, suit or p r o c e e d i n o ^ f i ^ a?rfv not to commence such courts), and further aarfrJiaiing thereto except in summons, notice or document5by U s& r f g f i 0 2 f any Pro<=ess, address set forth above shall he f ^ ?}Stered mail to its in any such irrevocably acnodurtu.ncoBnidlyiet^ioslnfalle3r f^ ?nd laying of venue of any a c t i o n ^ J n ^ i" 9 brou9ht against it aCnyyprousb3heectrieobny to the out of hereby hereby ftinuhritsshueAcrghreisteramrteeenvtooycraorbfletydh\eemrdat\lria2SnSs,22L25if?i0.pn?sr*oaccfoeonertdeeismnap?ildaatreaindsding agree not to plead or clai ? ^conditionally waive and action, suit or proceeding ?UCh COurt *** any such teen brought in an inconvenient^orum. 8UOh OUrt h" aet forth " ' S i . I ^ ; n t % 0L ^ a i v 2 aii i0n8 t0 closin9 to or at the Closing h e r n d y*J 1Ved at any time prior benefit thereof. The failure rt?y the party entitled to the at any time any of the provisions^? t h ^ yaheret to enfrce no way be construed to be waiver nffaihiS A{jfreeaent shall in in any way to affect the validitv ff i?-SU?h provision, nor e validity of this Agreement or any -57- CAMC-Greco-001205 REDACTED DOCUMENT 5 S 5 * 2 S j s S l h ^ i s i o n s 011 Party ,thereafter to enforce or non-compliance with this A a r o s M +aiuefif any breacb of waiver of any otter 2 S S U S T K S ^ i 1 " defaults i^the'pa^S e n t ^ n due2? ?arty to thi= Agreement this Agreement (Shrther JtaSrSELS h. y su" payable " der to an order of a court or o t h ^ TM ? V V agreement or pursuant party shall be increased totiSiTide) 1fability of such from the date when such naSmeSi |nier!st on suc* sum of actual payment at a r a t - ^ ^ shall be due until the date the maximum lawful rate) of L. annu3a (but not in excess of three-month deposits S ' t S f 2 d o n P? en a5ve 4118 rate currency of payment as 11:00 A.M., i S n i i m e TM *Vinterbank market in the d Citibanlc as of be due. ' n the date when such payment shall CAMC-Greco-001206 -5 8 - li'lN'GSERyiCESlNC tel No .21^8882697 REDACTED DOCUMENT Jun 5.92 17:05 No.004 P.05 .rV'**V'TTR-tc?' " ecut#* t hZNi .WIATgNrEeSemS eWnHtE,,REOoFaSt navf4 y . . CYPRU CORPORATION nulo y TitlOI 7 "- i > C /^ {t/D t-T isT - CYPRUS MINERALS COMPANY 8yr " ^ r ^ RTZ AMERICA INC. By 5T"it?l*e f^t ^ ( W CAMC-Greco-001207 59 - REDACTED DOCUMENT amendment to STOCK PURCHASE AGREEMENT AMONG CYPRUS MINES CORPORATION CYPRUS MINERALS COMPANY and RTZ AMERICA INC. Dated as of June , 1 9 9 2 CAMC-Greco-001208 REDACTED DOCUMENT AGREEMENT D A T E ^ J W E ^ ^ g g f 1992 ' T0 s ^OCK PURCHASE (Corporation# a De lavar4 coro4rfcid ,?? C^ rus Mines ^ SE company# a Delaware corporation '^S^P*118 Minerals a Delaware corporation ("Buyer). * nd RTZ America Inc. , 2SssgjH _, WHEREAS# on June 5 1 4 0 9 4-v^ , , stock Perchas Agreement ("AgreMent'i;Parti'3 *nterEd into a change. onfjrming 3JSE"ntaNcontTMnSdPh S 4 inandnin dthat 0n f th* Butui nd Cyprus hereby agree as follows: Buyer, Seller delete tweSifi.d'S o g ^ S d p h . S r ' S 7, ^ ^ ? t0 lnS#rt and "Th| cl<>sin|es h a u b1fleotlvees of th *?ctlon insert on the Closing Date."; e as * close of business b` S S S - ' Se0tl0n 3,3<C)' lin* i * t -or Cyprus, after -Seller-/# fieotlon 3-3(0)- line 9, insert -or Cyprus- after 5 e ! S s `* S*Ction 5-28' lina i. insert -or Cyprus- after S' a?tSrSS?i.|!;ti0n < lln 2. insert -and Cyprus- ? i y i ; S*Cti0n 11-1`a* lia a *, insert -third party- however, ^ n y ^ u e^ ttird ^ a rty ^ la im * iv fn?ert "y*l"ding, In sitinfeotione H . l ^ H i f w i i f Siinf" "i<itin pursSJfto the limitations set firth ? c!s? ^regarding f^iffnaentai matter covered in Sectim'i <i'> f">rding any the limitations set forth in s S e t i TM 1?? 1,3' ^regarding & *Buyer i, responsible u n r S e i 0?.'2it "hioh CAMC-Greco-001209 - 1- WariiiiHi REDACTED DOCUMENT h. U **"*?iSi?atioAfCti0n 1X*6' line 3' to time* after *' Seller;5andeCtln 12*4/ line ' Insert "or Cyprus" after k. "Seller"?6 * Setion 12.9, line 3, insert ", Cyprus" after to delete tiie existing S e c t io n Ii S c l Ai?e? ent iaharaby ended the following." ion 11.3(c) and insert in lieu thereof the C ^ a n i . i L t Mf ^ " r i r t W u S ai?P ? r ^ n? / tt" f shall not include any liability for d o e u r item may be made under this g6c??ftf **** ingle sssh s^ ^ SnsSaSSSi& :T' reasonable satief.itioS^i ba S F S S e S * its fair market value. Seller or ew*! ff8*.0*.. ?eao^li2 ` 2 Ra",`dl<11 W o n h a S T S e Irtion1?* 11stall^to eo?iwP??P!fty.fro" Buyr ior one dollar and such^property*" bl* ior coata associated with pvisiii; CAMC-Greco-001210 - 2- , REDACTED DOCUMENT aggregate ^moSnt of 'all^lains ly When Cyprus, on the one hand or Buvf? whifb Sftll*r is liable under Sections 11 lfawiin /^f? other hand, 1 1 .2 , respectively? S e e i r B i S i i i k i}1) ?bd <* such Indemnifying Party or which case all such amounts i Parties shall be liable for shall I t l J n f e f S f t S ' i S f K S f ' th*l i? " Cyprus collectively on tiL *' r SGH r and ^ # b U fr under Sections 11.1(a) (i"* Tiff and*??? ib 0lr the" respectivelyj DroviiH a?d W or H . 2 , 1 5S'! for any singlePlten nfy bS^if' * *?," cla1" g pf!" ',on *e one hand, no? B?ie? 0 !;ilar,,<u,d b1e1.2li,arblees,pecutnidveerlyS,ectiifontshe1 1 l/Swi* other hand, (H # (li> *nd <b) or than provided f u r S ? V f auoh cl*i is less " V he nede fo? indemiit? toSU, ?lai Jcan reasonably, and does actu??^** the Indemnitee an existing business interruntiJi FC0Ver pursuant to Notwithstanding otherprliii? f??anc#* 1 1 4the limitations set fo?th in S ? Secti . , *4apply to any claims by Buyer r,,iS sJftin H do not or Cyprus fir any l i a b i l i t i e s ^ r ^ M g a i n s t Seller costs and expenses associated t h e f w } f M ^ 0n? (including any litigation or o l a i M i L f ^ ^ ^ a r i . i n g ^ u t oi corrected ?y ** - Agreenent are hereby read*"! and8?/101* 3'1' U "a 5> " 7 and B" is corrected to read "a andSsfi0n 3`1' 1^ne "7 nd 8 is correoted to 0. oo?S?.d't?e??aSn-?;?iioi?a8T m S0?!-" ,7 -6 ani i* d. S ? d ? i? a * ' S a o t io n 3 -*> U n . s , ( . ) . i s c o r r e c t e d t o r e a d e. ^ s u v s s a ; s s ^ r s s ^ * f. to S S 2 f e i S l o i f * " (l v ). U n e 5 , A fl-c io i s c o rre c te d 9. to rea d " S e lle r " ;C ti n 'l i n a 1 6 "Sellers" is c o r r s o t e d CAMC-Greco-001211 -3- REDACTED DOCUMENT SUbaeCtin <h>- 1 1 , "6.4 is corrected to `` 4 "Indemnities" is virOn page 35, Subsection (h), line lo read "7.4"; *ne 10# < is correctedto <H. j r e . S ; Subseotion U a * U . .4 i. corrected tc 1` "Indemnitees";"* "Indennltlee" corrected to reed a, On page 37, Section 7.5(b )(iv), line 3 ,,. corrected to read "treated as"; 11116 3 ' treated or ls read "dated";60tin 1^'ne 3f is corrected to to read "Indemnitees";*1' lin* 6# ,`Indenitia*" i corrected P to read "Indemnitees";*2' lin* 6/ RInden^ities" is corrected *** n Pag6 S4' lin* 12' " corrected to read "u.s", and r. e n g a g e 58, line 4, "breach of" is corrected to read "breach agree to the execution^t^^conforminS91112^ acknowledge and the Agreement of Transfer and A s s u m n t f f even date to between Seller and NewcoT Assumption dated June 5, 1892 ft%It- CAMC-Greco-001212 - 4- REDACTED DOCUMENT ; $ * * * a^ 1^ ^ - " n e r p ^ t bsh: n r d j L d n?o0L ma0n" -yto-- \'>p *1 ;V-^: m4 4;i fe ; 4 ;s '4. :l fe3 #' %%:v" & >f5eI % :l CAMC-Greco-001213 CYPRUSJJINES CORPORATION By: iiit/Jo\- Title: rr4*J CYPRUS MINERALS CORPORATION By: Nam Tl e : SScCjnni.C/t-- VV ;i,c^ Ot.~clr STZ AMERICA INC. By: Name: Title: - 5- REDACTED DOCUMENT m LfS *ci ,. v HlNCR^a P.UVjQ i s ; a - ~ i w a i s . ' i a w i . i a t V aOiTA *n CYPRDg ***** 6RWRAT20f ' ayi C*PW" " *wtt coRPomxo *y*. CAMC-Greco-001214 3 E C REDACTED DOCUMENT 55 CAMC-Greco-001215 REDACTED DOCUMENT CYPRUS MINERALS COMPANY SECRETARY'S CERTIFICATE AND INCUMBENCY C E R TIFIC A TE The undersigned hereby certifies that he is the Secretary of Cyprus Minerals Company, [s Delaware corporation ("Cyprus Minerals"), and that, as such, he is authorized to execute jthis certificate on behalf of Cyprus Minerals, and further certifies, as of immediately prior to |the consummation of the transactions contemplated by the Stock Purchase Agreement dated i of June 5, 1 9 9 2 , as amended, (the "Purchase Agreement"), by and among Cyprus Mines ^Corporation, Cyprus Minerals Company, and RTZ America, Inc. as follows: (0 attached hereto as Exhibit A is a complete and correct copy of the resolutions [ofthe Board of Directors of Cyprus Minerals authorizing the execution and delivery of the [Purchase Agreement and the consummation of the transactions contemplated thereunder; (ii) the following persons are duly elected, qualified and acting officers of Cyprus F Minerals and the signature appearing opposite the name of such officer is his true signature: NAME OFFICE SIGNATURE Philip C. Wolf Senior Vice President Gerald J. Malys Senior Vice President IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of fyprus Minerals Company this day of June, 1992. CYPRUS MINERALS COMPANY t- BY: KevinlLoughrey Secretary CAMC-Greco-001216 REDACTED DOCUMENT ' exhibit a ap u r ^ 3^ l fn ! : ^ ii t t |t t lM onthe terms and conditions descnOtoSisBoard?and referenced above s h a S n a te ? Officer, any Senior Vice whom a"V <*the officers to take such J S ^ J r S T S ^ S J r i - ^ ^hortMd foregoing resolution. ^ 0r aPProPrate to give effect to the CAMC-Greco-001217 CYPRUS INDUSTRIAL MINERALS - TALC ONLY REDACTED DOCUMENT BALANCE SHEET MARCH 31,1992 Assets S K ltM c q Current Assets C asti on H and C asti tn B ank* Cash and Equivalents Accounts R eceivable Trade Accounts Receivable - Trade Allowance Accounts R eceivable Miscellaneous Accounts R eceivable Miscellaneous _ A H ow tf*,.. Accounts Receivable -T a x Refunds Accounts R eceivable Em ployees/Agents Royalties Receivable A/TtNet Inventories -- Crude @ standard -- Ptatatied G oods @ Standard O verhead In inventory Product Inventory M ateriale and Supplies inventory M aterials an d S u p p lita Inventory -- Reserve M ateriale and Supplies Inventory Prepaid Taxes Prepaid Insurance Prepaid Expensee Other O ther D eferred Current Assets Prepaid E jpenaee Total C urrent Assets Land Coat Land L eaae/R tg titi M iscellaneous M ine Developm ent D epreciable A-- eta Construction In Process Excess Coat la n d Laaae/R Ights Accum ulated Depreciation M ine Develop m erit Accum ulated D epredation Depr Aaaets A ccu m u U ed D epredation Excess C oat Accum ulated Amotozatton Net PP4E Equity Baals Inveetm enta N oncunent R ecaivablaa N oneunent R ecelvablee - Allowance Acquired V s k ie o t Purchase Contract N oncunent P ra-A cquW O on Coet Noncurrent Paterae N oncunent Aacats -- o th e r Investm ent 4 O ther Assets Total Assets E x h ib it A CAMC-Greco-001218 REDACTED DOCUMENT BMAALRACNHCE31S.H13E9E2T Liabilities A Shareholder's Equity Currant U ab lltlea Currant Portion Long T o rn D ebt - New Fan Accounts Payable Trad Accounts Payable o th e r PR Deductions - Savings Plan ' ' ----IUnniiuorninWeisthWhoitlhdhinoglding -- Garnishm ents -- Other Accounts Payable Accrued Payton Accrued Bonuses Accrued Vacations A Holidays Accrued M edical Insurance Accrued Dental Insurance Accrued W orkers* Com pensation Accrued Benefit Contributions Accrued Royalties Accrued Com m issions Accrued Freight Accrued Pension Other Accrued Liabilities Accrued U ab lllte* Sales A Use Tax P a y rtie O ther Taxes Payable Property Tax Payable Payroll Taxee - Em ployer Contribution P a y Deductions - Tax W ithholding Stats Incom e Tax Payable Taxes Payable Total Currant Liabilities Cong Term D ebt - N ew Fane Deferred Foreign Incom e Tex L in d Reclam ation Reserve Other N oncurrant tiahnm ee M inority interest O ther L o n g -T e rm LlabWUe* Intercom pany Shareholders' Equity FRoertaeiingendCEusrrma nlnc yg tT ran slatio n Total S hareholder*' Equity Total UsbUMec A E quity CAMC-Greco-001219 REDACTED DOCUMENT INCOME STATEMENT FOR THE PERIOD ENDED 3/31/92 11 -A #M3 Revenues T alc Sales Other Revenues Royalty Incom e G ain (Loss) on Asset Sales Interest Incom e Foreign Currency G ain (Loss) M iscellan eo u s Total O ther Revenues Total Revenues Costs and Expenses C ost of G oods Sold and O perating Expenses Taxes O ther Than Incom e Property Tax Sales and Use Tax Export and Im port Tax O ther Taxes Total T axes O ther Than Incom e Selling and Adm inistrative Expenses Depreciation and Am ortization D epreciation Am ortization Total D epreciation an d Am ortization Total Costs an d Expenses O perating Incom e E x p lo ra tio n Interest Incom e Interest Expense G ains (Losses) on Equity Investm ents M inority Interests N et Incom e Before Taxes incom e Taxes State an d O ther Foreign - Current Total Incom e Taxes N et Incom e B efore Federal Incom e Taxes CAMC-Greco-001220 EDACTED DOCUMENT THREE MONTHS ENDED MARCH 31, 1982 gash Flows trom operating Activities-- Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation, Depletion, and Amortization Gain on Saie of Assets Other Changes In Assets and Liabilities: (Increase) in Accounts and Notes Receivable Decrease in Inventories Decrease in Prepaid Expenses (Decrease) In Current Liabilities (Increase) in Investments and Other Assets (Decrease) In Other Liabilities [Net Cash Provided by Operating Activities Cash Flows from Investing Activities Capital Expenditures Proceeds from Sale of Assets Net cash Used for Investing Activities ~ [Cash Flows from Financing Activities Payments on Long-Term Debt \ N* Cash Used for Financing Activities" Net Increase (Decrease) in Cash and Equivalents Cash and Equivalents at Beginning of Year !*Cash Intercompany Shareholders Equ f t ' .'as0ri'-v Cash and Equivalents fe ft ^ CAMC-Greco-001221 REDACTED DOCUMENT 56 CAMC-Greco-001222 REDACTED DOCUMENT SOCIETE A RESPONSABILITE LIMITEE: CYPRUS INDUSTRIAL MINERALS FRANCE EURL With a capital o f divided into h. . corporate office a 7 bis, rue Gilloteaux Vatel naving its ve^ailles B 3 4 2 0 7 7 5 5 9 . 7 8 1 5 0 U Chesnay. Reg.stry of Commerce of Transfer of Shares represented by Graham B. Lawson, Administrator (the "Buyer") S` " IT HAS BEEN AGREED AS FOLLOWS: mp-- m. en h corporat,on' ma^tir^^epresentatiwfand th^sale inftance mid e^omj f fetribu,ion- minerals and generally all other operations whatsoever directly or i n d h S y T ^ S S l 'S Versailles-Nord, folio 7 9 . case 4 6 6 1 2 on A u g u 1 2 .1 8 8 7 TMflBtered a t Origin of Ownership The Seller acquired acontribution in kind of I each in the corporation in remuneration of Transfer The Seller hereby transfers to the Buyer under normal guarantees mrporation w ith all rights and obligations that go w ith itl ^ *< Buyers. Notification ----------- ' Wh,ch the Se,ler acknowledges having received from the ` %R*NC JLl CAMC-Greco-001223 REDACTED DOCUMENT O w n e rs h ip The present transfer which does not cause the dissolution of the corporation wilt be effective on June 3 0 ,1 9 9 2 . As of this date the Buyer will have full ownership of the shares and will be entitled to the dividend and to all rights attached to the shares. All costs, taxes jnd fees of the Posent or caused thereby will be paid by the Buyer. Power is hereby given toaccomplish all legal formalities. For the purpose of the registration, it is confirmed th at the shares hereby transferred to not create ownership in real estate. Done :r* six originals, one for registration, tw o to be deposited with the Registry of Commerce and tw o for the contracting parties. Dated: June 3 0 , 19 9 2 t CYPRUS MINES CORPORATION TALC DE LUZENAC, S.A. P. C. W olf President BY: __________ George B. Lawson Administrator ij >Yl V4. CAMC-Greco-001224 REDACTED DOCUMENT SOCIETE A RESPONSABILITE LIMITEE: CYPRUS INDUSTRIAL MiNERALS FRANCE EURL Au capital de cinquante mille francs. Divis en cinq cents parts de cent francs chacune. Sige social: 7 bis rue Guilfoteaux Vatei, 7 8 1 5 0 Le Chesnay. Registre de commerce et des socits de Versailles B 342 077 559. CESSION DF PARTS SOPIAI PR ifntre les soussigns: 'm. Cyprus Mines Corporation, une socit du droit de l'Etat du Delaware 9 1 0 0 East Minerai Circle, Englewood, Colorado 8 0 1 1 2 reprsente par son President, Philip C. W olf, CEDANT-, d'une part; - Talc de Luzenac, S.A ., une socit du droit de franais reprsente par Graham B. Lawson, Administrateur, CESSIONNAIRE", d'autre part. IL A ETE EXPOSE ET CONVENU CE QUI SUIT: ::'V U socit responsabilit limite dnomme en tte des prsentes, ayant pour iv/ ''importation, la distribution, la commercialisation, la reprsentation et la vante du talc . ucharbon, des mtaux et autres minraux en France et l'tranger, et gnralementtoutes .sj.' Pfraeonsde quelque nature qu'elles soient se rattachant directement ou indirectement cet ! * * SUSCePtibl6S d '8n fa d lite r 19 veloppement eu la ralisation, a t consthute par rii: sous seing priv en date du 1 7 juiet 1 9 8 7 . Englewood. Colorado. U .S.A .. enregistr v; versailles-Nord folio 7 9 , case 4 6 6 1 2 , le 12 aot 19 8 7 . ., ORIGINE DE PROPRIFTF Le Cdant possde dans cette socit cinq cents parts de cent francs chacune ont t attribues en reprsentation d'un apport en espces de cinquante mille francs CESSION * Par ces prsentes, le Cdant cde et transporte, sous les garanties ordinaires 8 ro,t. au Cessionnaire qui accepte cinq cent parts sociales de ladite socit, avec tous CAMC-Greco-001225 REDACTED DOCUMENT lesdroits et obligations qui y sont attachs. Le Cessionnaire reconnat avoir pris connaissance des statuts sociaux, de toutes ^solutions prises e t de tous procs verbaux dresss ce jour par les assembles des associs et les accepte. PRIX La prsente cession est consentie e t accepte moyennat le prix d e ______ francs que CYPRUS MINES CORPORATION reconnat avoir reu du Cessionnaire et dont il lui donne Ici quittance. SIGNIFICATION Ja La prsente cession sera signifie la Socit conformment aux dispositions de l'article 1 6 9 0 du Code civil. Toutefois, cette signification pourra tre remplace par le -ht-- dpt d'un original du prsent acte au sige social contre remise par la Grance d'une attestation de ce dpt. PROPRIETE - JO U 1S S A N P F Ladite cession, qui n'entrane pas la dissolution de la socit, prendra effet compter du j u i n 3 0 , 1 9 9 2 , date compter de lanquelle le Cessionnaire sera propritaire Iff;Jr, - desdites parts, en touchera les revenus et bnficiera de tous les droits qui y sont attachs. Tous les frais, droits e t honoraires des prsentes, e t ceux qui en seront la --|consquence, seront supports par le Cessionnaire qui s'y oblige. Tous pouvoirs sont donns au porteur d'un original des prsentes pour l'accomplissement de toutes les formalits lgales. Pour I Enregistrement, il est prcis que les parts cdes ne confrent pas la Jouissance de droits immobiliers. fait en six originaux, dont un pour l'Enregistrement, deux pour tre dposs en annexe au Registre du commerce e t deux pour les contractants. A CYPRUS MINES CORPORATION , le 3 0 juin 1992 TALC DE LUZlNAC, S.A. t^. prc.BY: W olf President BY: 4 A/Vvi '$2L Graham B. Lawson Administrator ># cm=rANc CAMC-Greco-001226 REDACTED DOCUMENT 57 CAMC-Greco-001227 REDACTED DOCUMENT | hereby resign from my position as President and Director of tho effective immediately following the Closino of tho Df thlefoHowing companies Corporation sale on June 30 1992: 9 Cyprus lndus* ^ l Minerals Cyprus Industrial Minerals Corporation Cyprus Western Source Corporation Cyprus Windsor Minerals Corporation Green Mountain Talc Corporation Nihon Mistron Company, Ltd. CAMC-Greco-001228 REDACTED DOCUMENT Minerals Corporation sale on June 30, 1992: Cyprus Industrial Minerals Corporation Cyprus Western Source Corporation Cyprus Windsor Minerals Corporation Green Mountain Talc Corporation 9 the Cyprus ,ndustrial G. JJ^lvlalys CAMC-Greco-001229 REDACTED DOCUMENT I hereby resign from my position as Vice President, General Counsel, Assistant Secretary and Director of the following companies effective immediately following the Closing o f th e C yprus Industrial M inerals Corporation sale on June 3 0 , 1 9 9 2 : Cyprus Industrial Minerals Corporation Cyprus W estern Source Corporation Cyprus W indsor Minerals Corporation Green Mountain Talc Corporation .. Deborah J. Friedman S. CAMC-Greco-001230 REDACTED DOCUMENT I hereby resign from m y position as Director of D IM T A , S .A . effective imm ediately fdlow m g the Closing of the Cyprus industrial Minerals Corporation sale on June 3 0 , CAMC-Greco-001231 REDACTED DOCUMENT j[tiereby resign fro m m y position as Director o f Nihon M istron Com pany Ltd. effective Limediately follow ing the Closing o f the Cyprus Industrial Minerals Corporation sale | 0n June 3 0 , 1 9 9 2 . G. P. Pearson i. CAMC-Greco-001232 REDACTED DOCUMENT I hereby resign from m y position as Director of Tax of the following companies effective im m ediately follow ing the Closing of the Cyprus industrial Minerals Corporation sale on June 3 0 , 1 9 9 2 : Cyprus Industrial M inerals Corporation Cyprus W estern Source Corporation Cyprus W indsor Minerals Corporation Green M ountain Talc Corporation ~ CAMC-Greco-001233 REDACTED DOCUMENT \r,~~I hereby resign from m y position as Sninr Q following com panies effective imm ediately industrial M inerals Corporation sale on June 3 0 , 1 9 9 2 : ... SecretarV of the 0Sln9 o f 1,18 Cyprus Cyprus Industrial Minerals Corporation Cyprus W estern Source Corporation Cyprus W indsor Minerals Corporation Green M ountain Talc Corporation CAMC-Greco-001234 REDACTED DOCUMENT I hereby resign from m y position as Vice President and Treasurer of rh * companies effe ctive im m ediately following the Closino of th r ? f th [ "ow ,n9 Minerals Corporation sale on June 3 0 1 99 2: 9 CVPrUS lndustrial Cyprus Industrial Minerals Corporation Cyprus W estern Source Corporation Cyprus W indsor Minerals Corporation DIM TA, S.A . CAMC-Greco-001235 REDACTED DOCUMENT I hereby resign from my position as Assistant Secretary o f the following companies effective im m ediately follow ing the Closing of the Cyprus Industrial Minerals Corporation sale on June 3 0 , 1992: Cyprus Industrial Minerals Corporation Cyprus W estern Source Corporation Cyprus W indsor Minerals Corporation Green M ountain Talc Corporation d 7 e . Huffm an/ C yI CAMC-Greco-001236 REDACTED DOCUMENT i hereby resign from m y position as Assistant Secretary o f D IM T A , S .A . effective immediately follow ing the Closing of the Cyprus Industrial Minerals Corporation sale on June 3 0 , 1 9 9 2 . CAMC-Greco_-001237 REDACTED DOCUMENT I hereby resign from m y position as Assistant Treasurer, T ax of D IM T A , S .A . effective immediately follow ing the Closing of the Cyprus Industrial Minerals Corporation sale on June 3 0 , 1 9 9 2 . CAMC-Greco-001238 REDACTED DOCUMENT I hereby resign from m y position as Vice President, General Counsel and Assistant Secretary of D IM T A , S .A . effective immediately follow ing the Closing o f the Cyprus Industrial M inerals Corporation sale on June 3 0 , 1 9 9 2 . Deborah J, Friedman CAMC-Greco-001239 REDACTED DOCUMENT I hereby resign fro m m y position as President of D IM TA , S. A . effective imm ediately following the Closing of the Cyprus Industrial Minerals Corporation sale on June 3 0 , L CAMC-Greco-001240 REDACTED DOCUMENT I hereby resign from my position as Vice President and Controller of the followino r companies effective immediately following the Closing of the Cyprus I n d u S Minerals Corporation sale on June 30, 1992: VP lnc*ustnal Cyprus Industrial Minerals Corporation Cyprus Western Source Corporation Cyprus Windsor Minerals Corporation Green Mountain Talc Corporation . A.Shonk CAMC-Greco-001241 REDACTED DOCUMENT I hereby resign from m y position as Director of Nihon M istron Company Ltd effective immediately follow ing the Closing of the Cyprus Industrial Minerals Corporation sale on June 3 0 , 1 9 9 2 . H G. P. Pearson CAMC-Greco-001242 REDACTED DOCUMENT effective Corporation sale on June 3 0 , 199 2: 9 Cyprus Industrial M inerals Corporation Cyprus W estern Source Corporation Cyprus W indsor Minerals Corporation DIM TA, S.A . Green M ountain Talc Corporation t e Cyprus lndustrial Minerals CAMC-Greco-001243 REDACTED DOCUMENT I hereby resign from m y position as Vice President and Controller of D IM T A S A effective im m ediately follow ing the Closing of the Cyprus Industrial Minerals Corporation sale on June 3 0 , 1 9 9 2 . varierais CAMC-Greco-001244 REDACTED DOCUMENT I hereby resign fro m m y position as Director o f Nihon M istron Com pany Ltd effective u n e 30 ^ C, Sn9 f ^ CVPrUS lndustrial M inerals Corporation sale G. P. Pearson "ft CAMC-Greco-001245 REDACTED DOCUMENT j hereby resign from m y position as Assistant Secretary of the following companies effective jipmediately following the Closing of the Cyprus Industrial Minerals Corporation sale on June 30, 1992: Cyprus Industrial Minerals Corporation Cyprus Western Source Corporation Cyprus Windsor Minerals Corporation Green Mountain Talc Corporation ._ CAMC-Greco-001246 REDACTED DOCUMENT 58 CAMC-Greco-001247 REDACTED DOCUMENT OFFICER'S CERTIFICATE CYPRUS MINES CORPORATION [ Itori hPr6h denL i Cyprus Mines CorPrat'on, a Delaware corporation (herein hcajled Mines ), do hereby certify, pursuant to Section 9 .3 of the Stock Purchase Agreement [ (the greement dated June 5, 19 9 2 among Cyprus Mines Corporation, Cyprus Minerals [Company, and RTZ America, Inc., as amended, as follows: The representations and warranties of Mines referred to in Section 9.1 of the rontomT t H K S?6 Am aU material resPects except for changes permitted or w Trrsn d ^ ^ * 9reemexnt and excePt to the extent that any representation or warranty is made as of a specified date, in which case such representation or w a rantv a" " respects as of such date, and except to the e X t the notTM !ith tU neSS of the representations and warranties in the aggregate v^uld constitute a material adverse change or unanticipated and undisclosed material liability T 2 U? l U 0Wn " Ft0f * merica' ,nc- which would have a material adverse e ffe S on the talc business of the Companies (as defined in the Agreement) as a whofe Mines has performed and complied in all material respects with all of its u n d e rta k e s and agreements required by the Agreement to have been c o m p lie d J 5 ib y it except to the extent non-compliance in the aggregate would not have a material adverse effect on the talc business of the Companies (as defined in the Agreement) as a whole. the IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name and affixed seal of Cyprus Mines Corporation this 30th day of June, 199 2. Wolf, President Cyprus MinesyCorporation J"MW; CAMC-Greco-001248 REDACTED DOCUMENT 59 CAMC-Greco-001249 REDACTED DOCUMENT OFFICER'S CERTIFICATE CYPRUS MINERALS COMPANY f e.?!.0r Vi,Ce President of Cyprus Minerals Company, a Delaware corporation (herein called Minerals"), do hereby certify, pursuant to Section 9 .3 of the Stock Purchase Agreement (the "Agreement") dated June 5, 19 9 2 among Cyprus MTMes Corporation, Cyprus Minerals Company, and RTZ America, Inc., as amended, as fo lio w * The representations and warranties of Minerals referred to in Section 9.1 of the Agreement are true in all material respects except for changes permitted or contemplated by the Agreement and except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty is true in all material respects as of such date, and except to the extent the untruthfulness of the representations and warranties in the aggregate would not constitute a material adverse change or unanticipated and undisclosed material liability previously unknown to RTZ America, Inc. which would have a material adverse effect on the talc business of the Companies (as defined in the Agreement) as a whole. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name and affixed the seal of Cyprus Minerals Company this 30th day of June, 199 2. ATTEST: (CORPORATE SEAL) w. 7 CAMC-Greco-001250 REDACTED DOCUMENT 60 CAMC-Greco-001251 REDACTED DOCUMENT ot 2Befofe PAGE Office of ^ecrBlarg of j^tatc X, MICHAEL PATCH FOP ti, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT THE CERTIFICATE OF INCORPORATION OF ''CYPRUS TALC CORPORATION", WAS RECEIVED AN FILE IN THIS OFFICE THE SECOND DAY OF APRIL, A.D. 1992, AT I O'CLOCK P.M, AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES CAMC-Greco-001252 Michael Ratchford, Secretary of State AUTHENTICATION: *3494020 DATE: 06/23/1992 CONTINUED ON PAGE REDACTED DOCUMENT ot ZBtlafy I'.i.r-ipr \> fftce of &ttrtinx\) of j&tat* HAVE NOT BEEN ASSESSED TO DATE, * * :i- :y. :`r :}. :t : * . :} : * CAMC-Greco-001253 Michael Ratchford, Secretary of State AUTHENTICATION: *3494020 DATE: 06/23/1992 REDACTED DOCUMENT 61 CAMC-Greco-001254 &vatt otREDACTED DOCUMENTI page; :i fftte of of JSiab I , MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY CYPRUS MINES CORPORATION IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN POOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE DATE SHOWN BELOW, AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES haul been paid to d a t e . ** * .T- * * CAMC-Greco-001255 Michael Ratchford, Secretary of State AUTHENTICATION: *3494023 DATE: o6/23/1992 REDACTED DOCUMENT 62 CAMC-Greco-001256 otREDACTED DOCUMEI^NIN TI . 'p> PAGE Officeof Jpecritarg of ^faie I, ICHAEL RATCHFORB. SECRETARY OF STATE OF THE STATE OF OELAOARE, 0 HEREBY CERTIFY CYPRUS MINERALS COMPANY IS RU, Y CORPORATE!, UNDER THE LAOS OF THE STATE OF DELAWARE: AND IS ,N soot, STANDINO AND has A LESAL CORPORATE EXISTENCE St, FAR AS THF RECORDS OF THIS OFFICE SHOW, AS of THE DATE SHOWN BELOW, ` AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN PILED TO DATE. AND ! DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES have been paid to d a t e , * * -i- :}: =i- * :}: :i: CAMC-Greco-001257 Michael Ratchford, Secretary of State AUTHENTICATION: *3494029 DATE: 06/23/992 REDACTED DOCUMENT 63 CAMC-Greco-001258 REDACTED DOCUMENT CERTIFICATE OF ASSISTANT SECRETARY I, Deborah J Friedman Assistant Secretary of Cyprus Minerals Company, a Delaware corporahon, hereby certify that the following is a true copy of the resolutions adopted b ^the B In J IJ,rectors of Cyprus Minerals Company on M ay 7 , 1 9 9 2 , and that said resolutions are in full force and effect on the date hereof: RESOLVED, that this Corporation is hereby authorized to sell its talc business onttie basis of the adjusted March 3 1 ,1 9 9 2 balance sheet, attached hereto a purchase price of not less than further on the terms and conditions described to this Board* and RESOLVED, that each of the President, Chief Executive Officer, any Senior Vice President, any Vice President, the Treasurer, Secretary or any Assistant Secretary of this Corporation, and any other individual whom any of the officers referenced above shall designate, be, and each of them hereby is, authorized to take such actions as are necessary or appropriate to give effect to the foregoing resolution. C y Z M in L T c TM p a FnY,h e undfl,si0ned has subs<='>ed her name and affixed the seal of Dated this Jdridayof June, 1992. ."ir? CAMC-Greco-001259 REDACTED DOCUMENT CAMC-Greco-001260 64 REDACTED DOCUMENT CERTIFICATE OF ASSISTANT SECRETARY T n l< ^ " a truJcoffy n June 3 0 ' 19 9 2 and tha< said resolutions JJuunnee 55V, E11D"s '2S a bhylheaannHdeCamUtoinng oCyhpartuserMtaiinneSst0CCokrpPourracthioanse, ACgyrpereums eMntindeartaelds Company and RTZ America, Inc., as amended, a copy of which is attached th l? t0 E Khlbfl A ' 3nd tba Performance by this Corporation of its obligations thereunder hereby are ratified, confirmed, and approved; and further RESOLVED that the President, any Senior Vice President, Vice President the Controller, Treasurer, Secretary of Assistant Secretary of this Corporation or tonytaPk T s u rh ? r.tat m Writins by anv 0f the fore9 'n9 Hereby are authorized to take such action as is necessary or appropriate to give effect to the foregoing resolution, including but not limited to the authority to make reasonable amendments of a non-material nature to the price and to the other terms and conditions of the Agreement and to execute and deliver all such te " 3PPear TM V or appropriate to carry out r ESS W1!JERE0.F' the undersi9ned has hereunto subscribed her name and affixed the seal of Cyprus Mines Corporation this 30th day of June, 1992. tne Deborah J. Friednpn Assistant Secretary CAMC-Greco-001261 REDACTED DOCUMENT CAMC-Greco-001262 65 lU O U tb REDACTED DOCUMENT June 30, 1992 CROSS RECEIPT R eferen ce i s made to th e S to c k Purchase. Agreement dated as o f Ju n e 5, 1992 by and among Cyprus Mines C orp o ratio n ( " S e l l e r " ) , Cyprus M in e rals company ("Cyprus") and RTZ America I n c . ("B u yer"), as amended (the "Purchase Agreem ent"). A l l c a p ita liz e d terms used herein and not otherwise defin ed herein s h a ll have the meanings assigned to such terms in the Purchase Agreement. 1. S e lle r hereby acknowledge r e c e ip t from Buyer o f in co n sid eratio n fo r th e Shares and th e European Shares. 2^ ^ B u y e r hereby acknowledges r e c e ip t o f Corporation. o f common sto c k o f Cyprus T a lc CYPRUS MINES CORPORATION RTZ AMERICA IN C. CAMC-Greco-001263 REDACTED DOCUMENT CAMC-Greco-001264 66 No 34 CAMC-Greco-001265 REDAfraCTED IDOCUMENT wy-___________ __________________ life REDACTED DOCUMENT -p STOCK ASSIGNMENT It'S'; i TFOR V A LUE RECEIVED, Cyprus M in e ^ o rp o ra tio n , the undersigned, hereby sells rV 3 S | S n T ai ,! 8M f m m H m * h L f r 'h1 !, TM ershiP f M of the issued and outstanding shares c * h e S 0mpany- b8inf l ^ ^ * shares o f common stock and vU'rimi;a.*lV->'tn f j s h a r e s o f preferred stock unto Cyprus Talc Corporation, which stock is standingTM the name of the undersigned on the books and records of Nihon Mistron Company represented m:-< 505- by the share certificates as follows: Common Stock: C-0001 y loPrBsenTea C-0010-0014 A-0049-0072 B-0061-0090 C-0010-0013 Preferred Stock: C-0001 C-0001-0006 ; . and does hereby irrevocably constitute and appoint S*/kj " b S t n lh e p" ' the M id S,00k the Of the company w ith ful, p o w e r,? ''jM.'!! Zit' 4 T.Ji f',:.h &' aS CAMC-Greco-001267 CAMC-Greco-001271 CAMC-Greco-001272 CAMC-Greco-001274 CAMC-Greco-001275 CAMC-Greco-001277 CAMC-Greco-001278 /*> CAMC-Greco-001280 CAMC-Greco-001281 CAMC-Greco-001282 CAMC-Greco-001285 CAMC-Greco-001287 CAMC-Greco-001290 CAMC-Greco-001291 CAMC-Greco-001294 CAMC-Greco-001295 i CAMC-Greco-001296 f I i f. i CAMC-Greco-001297 CAMC-Greco-001299 T j CAMC-Greco-001301 .. CAMC-Greco-001302 CAMC-Greco-001303 CAMC-Greco-001304 M1* ^ *1 tNCORPORATED UNDER THE LAWS O F THE TATE O r VERMONT AUTHORIZED CAPITAL SHARES. ^lliiislcriifieslhiah CYPRUS MINES CORPORATION -PAR VALUE ^ --------------------------------SHARES OF THE CAPITAL STOCK DF CYPRUS WINDSOR MINERALS CORPORATION A .........' 5 th J L 0<> it SECRETARY JZf&.ssJL ' DWIGHT * M H JACKSON 2 0 5 w RANDOLPH STREET Oc- CAMC-Greco-001305 THIS S P A C E IS NOT TO BE C O V E R E D IN A N Y W AY REDACTED DOCUMENT STOCK ASSIGNMENT assigns, and transfers all of the issued 'an doutstand^^h*1' ^ undersi9ned' hereby sells, Windsor Minerals Corporation k of Cy^ Cyprus Talc Corporation, which s t o c M M H M I H M ^ ^ ^ ^ ^ H shares unto "*mBand records of Cyprus Windsor Tt" e undersi9ned on the books numbered 2 9 . and does h e r e b y * "" ^ C ertito tt a s z r s i S ' thesaidsJk In the presence of: ,L ^ n ^ CYPRU^iMINES CORPORATION P. C. W olf, President CAMC-Greco-001306 CAMC-Greco-001307 ' DW IGHT 6 M H JACKSON SOS W RANDOLPH STREET C O R P O R A T IO N S U P P L Y CO CHICAGO, IL L IN O IS 6 6D 6 / P CAMC-Greco-001308 THIS S P A C E IS NOT TO BE C O V E R E D IN A N Y W A Y REDACTED DOCUMENT CAMC-Greco-001309 mf aoAcsLetreo&MMf>OTmfT#OefTCcN5eQrMro#m*ToNCt rmtStAc/*AmSMTfHmW4TwetVtcrh0.vafe*mT*JO*VUrMatMYsa*/SiwTA*tS*acSG/vft*iftAMmt*mftMA, uwffMff/VomTtm*ot.omrc CAMC-Greco-001310 REDACTED DOCUMENT JSIULK A S S IG N M E N T P n& S^ K 3 2 3 ,h e = n " s= S S S o f,h eco m p ,n y w i,hful, p - ^ In the presence of: CYPRUS MINES CORPORATION BY: P. C. W olf, Pr ident fluffs f CAMC-Greco-001311 CAMC-Greco-001312 INCORPORATED UNDER THE LAWS OF DELAWARE #P<7A/R17V*ALUE CYPRUS MINES CORPORATION w#2/<x/ed-_ Js/jpA ASSISTANT/-it F.CRKTARY 3 REDACTED DOCUMENT !;{!$; out in Tfu*!lel according atobbarpevpilaictiaobnlse. lwawhesnorusreedguilnattiohnei.nAscdrdipittiioonnali.uabtibnr*evfaiacteioonfs tmhiasycaelistioficbaeteu,sesdhatlhlobueghconnosttruinedthaeslitshto.ugh they were wri TTEENN CEONMT ---- aass tteennaannttss ibnyctohme menotnireties UNunIFdeGr IUFnTifMorImNGAiCftsTt--o M....i.n..o..r.s...A...c..t.C..u..s..t.o..d..i.a..n....................................<.MSmt JT TEN --aansdjoniontt atesntaenntasnwtsitihn rciogmhtmoofnsurvivorship . For value received, the undersigned hereby sells, assigns and transfers unto PLEASE -- INSERT SOCIAL SECURITY OR OtH** rma"u"-C|r"-! ttofi or iniwrtitniM, PLEASE PRINT OR TYPEWRITE n a m e a n d a d d r e s s o f a s s i g n e ............................................................................................................................................................ Shares t rnnmMtoz* represen ted b y ik e w ith in C ertificate, an d h ereby irrevo ca b ly constitutes and a p po in ts....... . ................................................. A tto rn e y to tra n sfer the said j shares on the books of the within-nam ed Corporation w itiflftll pow ej of substitution in the premises. D a ted ,.. .............. ............. .................... ) In presence of, / /r \0h P. C. Wolf President Pamela A. Solly CAMC-Greco-001313 REDACTED DOCUMENT STOCK ASSIGNMENT ::s:s " i r,h e k n the bks * * , POwer,,, fn the presence of: CYPRUS MINES CORPORATION BY: P. C. W olf, President * were wn ..........(M(Sil OTHER , hares ess.aid ,i CAMC-Greco-001314 AGREEMENT OF TRANSFER AND ASSUMPTION d"ayi ooif JJuunnee, 11 99 99 22 by and between^CypArSusSUMTPaTlcIONCoraodoerattihnins 5tah C o ^ o ? a t i o S rParn t i'0n ("N ewco") ' and Cyprus Mines Corporation, a Delaware corporation ("Cyprus") . ' WHEREAS Cyprus wishes to sell and transfer to SiSffjSxSjT 23TM'a11f tha Delaware. HatHratl5'Thave entered into a Stock Purchase Agreement dated as of June 5, 1992 (the stock Pu r c h a s e Agreement?. covenants h e ^ i n ^ e ^ o r t h ? consideration 01 the mutual _. i* Pe f t n ^ t i o n s . All capitalized terms used and e e L ? w rr 1S^ de4 nea herein sha11 have the m e S i n g s ascribed to them in the Stock Purchase Agreement. wwiatrhn aanndd ssuubhj-eWctt ^to ^the6 t?endrms and coynPdrituiso'nsinofacctohirsdance f Jransfer and Assumption, agrees to sell, aiggr?eeeIs2'ttoorpDuuricchSasLee,CancVceeypt^,nd adcqeulifrveer atndo Ntaekwec od>elainvderNyewcoof the c o n T ? b w m S ' aliv,fr <=>W<>ration specified in dlfiied l ' J * U L !' ihey eXlst at the Newco Closing (as F n i n TM S ? low)' ln each case free and clear of any Encumbrances except Permitted Exceptions. For purposes of Sili-i? P ? ? * f Transfer and Assumption, the "Transferred i^ lid mean a11 of Cyprus' right, title and interest evefi t ^ e iidadSe i Properties, rights and businesses of S S r - n S 2 description used primarily in or relating lly Cyprus ^ i c business (the "Talc Business") v h tth tr wnether ciuSr?rie4nntfl?yiS?innaluserorm i ?idelde', tafnigxeidbleor ournfiinxteadngibalcecrued ii??id^e ' col?tingent or otherwise, wherever located and ' iIitineifg AfW ithOUt J-1Initation/ all of the right, title and Interest^of Cyprus in the assets listed in paragraphs (a) Section 3 i below <but excluding the assets described in an J L a ^ 1 reford and beneficial ownership of SUed and outstanding shares of capital stock of Cyprus industrial Minerals Corporation, a Nevada corporation; Cyprus Windsor Minerals Corporation, a Vermont corporation and its subsidiary Cyprus Western Source Corporation, a California corporation; and Green Mountain Talc Corporation, a Delaware corporation; and Cyprus' record and beneficial the issued and outstanding shares of capital stock of DIMTA SA, a company organized under wLioh 0 f*S?nn' and Cyprus' record and beneficial lssVed and outstanding shares of capital stock of Nihon Mistron Company, Ltd. a Tokyo, Japan corporation (collectively, the "Shares"); m i the real ProPerty and mineral rights of the Talc Business and the records thereof; ,. .. (f) A11 current assets, including without v- f n ' ii1 casJ? a n d ' to the extent that the same ali ?ertlflcates f deposit, accounts advices lAdCd e ^ i t S r Paia eXpe"SeS' deferred (d) All talc inventories of finished products. wor^ "^n"Progress and raw materials of the Talc Business; Business* A11 t&1C facilities and equipment of the Talc All business machines, furniture and office equipment, vehicles and t ang le Pfrsonal property used primarily in or relating primarily to the Talc Business; trademarks and other marks and, to the *5ent that the same may exist, all inventions, patents and any copyrights, and registrations thereof, all applications for any of the foregoing and all trade names; (h) All right, title and interest in, to and under all contracts, agreements, leases, licenses, permits, orders, commitments of understandings to which Cyprus is a party or entitled to any right or interest; A 1 1 .trade secrets, processes, specifications, ?n m ? a^ in?s and technology which relate primarily to the Talc Business; Jf A }1 c"tracts, books, records and other data relating primarily to the Talc Business; All causes of action and claims of any kind party rslated to -2 - CAMC-Greco-001316 Business as1* going Soncern?"d rights of the Talc provision l i 'T " ^ hs ^ ing the contrary, the D r o n p r H o o a ansfer an<* Assumption to Assets) desirledP inP?he a?taSh,5Spei?Kiihe m* * * * * * reference is incorporated herein A ' WhlCh by this and reserved to and retained by Cyprus! ** excepted hrefrom and conditions oP t h i s AqreemeSt^^1 Sub;}ect to the terms purchase of the Transfer?ed Assets ^ t h S 6^ 10" its Newco shall assume and shall at th Newco Closing, of the liabilities or o b l i g a t i S i i ^ h J h h Y * d dischar9e * H contingent or otherwise p r i marily'relating un3cnown' Transferred Ass^t-c: A ^ relating to the liabilities and obligations^whethe?^ limitations contingent or'otherwise arisino on? known, unknown, events occurring on or prior to the of tTansactions r primarily to the TransfLrori a t!?e c lsln9 and relating Liabilities). Transferred Assets (the "Assumed provision of this^greein^t ^ f f Notwithstanding any the contrary, N ewco shall nnt- k ansfer and Assumption to nut assume aiy o? ?he l o u S n S 6, ^ ? " ! ^ 16 for and <*.11 whether known, unknown continoeniablllI u eS r oblil3ations, ^tiiti.vipr(irxexc1^"Excluded Liabilities") whic I r f h e i therwise (the ' Excluded Assets, (ii) any l i a b i l i t i e s ^ * * i\re l ?ting to the 2W 2 expenses associated therewith! a L J S f " 1 ding costs and arising out of or relating to the o p ^ a t i o i businesses of the Companies orior ? 2 ? f the Buyer has given written notice to qP ifh C f?ffng as to which the Closing Date. tice to Seller within one year of shall be deemed^to~constitute~~anilf t i ^ ^ * N o t h i n g herein assign any contract, agreement lease9 "?1?"1 r " attempt to order., o r commitment oi S n d e ? s t a n d i n ? V i S ? "; ' P ari,it , Party if the attempted a s s i TM 2 ! ? diig to^whfch Cyprus is a consent of the other partv tSUif ther?f without the thereof or affect in any wav^Se^i2h?ld $onstitute a breach and such consent has not b e e n ^ i TM ? ^ 3*-^ Cyprus thereunder cooperate with N ewcSw xinnaWny rieealssoonna^bile arrCyain>greUmSenWitl1designed -3- I t h r i m c e s ^ f eE i S n % , c r " S ^ 1"'^h"1" a"^t P"=e at fork i,,"?h i " k ' ir ie<Jiatelyrp" lr t f t t f c f o s i ^ ^ l v i a e S " for in the Stock Purchase Agreement. ... .. * fS l i c i n g : Transactions at th e Newco cioeirin. Cyprus will a e U v e r to NeucS the At nhai.oe . ^ stock certificates evidencing the ejcut4d blaSh *aS? endorsed in blan^ r with an Sintibif blan* to? power attached, and in form Sorr ii?tss aasssiiigannss,ra?fr;e5ef andJ Vcl?elaird otfitalen y hEenrceutmobratnoceNse;wco c e r t i f i c a t e ^ ? 1 dSe2S ' bills of sale' endorsements, f i ' lnstruments of assignment and such other instruments of conveyance and transfer reasonably satisfactory in form and substance to vest in Neico good and marketable title to the Transferred A S M t S , in tthhaann Poerrmmi!trtierda eErxacneaptci}oenasr;of any Encumbrances other fuch instrument of retention reasonably satisfactory in form and substance as shall be ^ necessary for Cyprus to retain the Excluded Jjiaoiiities. the f o l l o w i n g ^ 6 M e W O Closin9- Ne * m O l i v e r to Cyprus (i) such instruments of assumption a s ai h S i i 1h satisfactry in form a n d substance to Cyprus i S U S t X T r Newc t0 assu"e 811 of ^ of common stoikSo?!SeSoo?ifi0ateS avi<iencin9 a11 shares Py.-,,c epr^sent^ticns and Warranties of Cyprus. ..Cyprus h e r e b y represents and warrants to Newco that it h*s good and marketable title or possessory rights to all of tbo Transferred Assets and that a? the H e ^ o cfSsing? g ^ d L S -4- CAMC-Greco-001318 marketable title or possessory rights to all of the ,, . .. . Attorney-in-Fact. Cyprus hereby m akes constitutes and appoints Newco the true and lawful attornev- ^n - fact Cyprus, with full power of substitution in +-K0y name and stead of Cyprus, but on behalf and for ^ 4 e n S i t of Newco, to demand and receive any and all of the aidn ?fSrrGd Af sets' and to g ive receipts and releases for t i m e 1to t i S e C lnSiiihf Same' and any part thereof, and from aoSeai in ^eA Pr o s ecute, appear in, defend and th of Cyprus, or otherwise, at the expense oiociediiSl ?f NeW?' any and all actions, sits and proceedings at law, in equity or otherwise, which Newco mav deem proper in order to collect or reduce to possession anv anv k i n d rh e ? 5 h r?red Ass e t s ' or e n force any claim or right of Resist or d i f e n H CnVGyef r assi^ned and transferred, or to resist or defend against any claim, or assertion relatincr to ?elatioI!et o Li h ^ iiTr:Latnysf^erdretd0 Adsse3t1s1 oarctstheandAss^uimnegds in Liabilities which Newco shall deem desirable. 11* Cyprus further authorizes Newco ii-=t successors and assigns, to receive and open all mail ' telegrams and other communications, and all express and InduStlrifi^Tn ad? resed to Cyprus under the name of -Cyprus as delate to CoTMpany" and to retain such of the s L e Transferred Assets and Newco hereby agrees mail t e l L i L ? PrUS W1?h r<rasonable dispatch all othe? J5J1 ' telegrams, communications, express and other packaaes Th? shall constitute*^ full a u r n o n z a t i o n to the postal authorities all foionvcnk j Ssuch e?itLesmsr ?too nNrew3c'o,anlitsal1succSesSsorSs SaSnd; as?s"ig,,nask.e ea s Y Of _ 1 2 Birthep As?ur^pce. Upon written request of N ' ^ T 5 U S .s^a11 from time to time execute and deliver to Newco, without further consideration, such other a n d further m a f r e ^ o n i n f conveyance' assignment E d t S S S e ? a s may reasonably request for the more effective c o n v e v ^ r ! A s ^ ? " ment and transfer to Newco of any of the Traniferr4d and hn1H M e m n i f j p ^ t l op . (a) Cyprus shall indemnify and hold Newco harmless from and against all Damages caused y, resulting or arising from (i) any Breach of the representations or warranties of Cyprus set forth in Section 9 hereof, or (ii) the Excluded Liabilities? Section -5- CAMC-Greco-001319 (b) Newco shall indemnify and hold Cyprus harmless from and against all expenses, including reasonable ?iP? ? eK \ TinCUr?ed by CyPrus in anY litigation against Newco in which Newco is found to have breached any of its obligations under this Agreement. . . Igneous. This Agreement of Transfer and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law principles, including all matters of construction, validity and performance. This Agreement of Transfer and Assumption contains the entire understanding P ^ ri 1 6 S ,hereto wi*h respect to the subject matter o n t a m e d herein, supersedes and cancels all prior agreements, negotiations, correspondences, undertakings and commiinications of the parties, oral or written, respecting such subject matter. This Agreement may be amended only by a written instrument executed by the parties. This Agreement may be executed in one or more counterparts and each counterpart shall be deemed to be an original. CAMC-Greco-001320 -6- . . _ WJ.TWESS WHEREOF, the parties have duly executed yyeeaarr ffiIrSstF SabSovveS *wrJiKttieSn." *nd AsSumption on the day and CYPRUS TALC CORPORATION CYPRUS MINES CORPORATION Greco-001321 !I CAMC-Greco-001322 AMENDMENT TO AGREEMENT OF TRANSFER AND ASSUMPTION AMENDMENT DATED AS OF JUNE H , 1992, TO AGREEMENT OF TRANSFER AND a s s u m p t i o n d a t e d JUNE 5, 1992, by and between Cyprus Talc Corporation, a Delaware corporation ("Newco"), and Cyprus Mines corporation, a Delaware corporation <"Cyprus"). WHEREAS, on June 5, 1992, the parties entered into an Agreement of Transfer and Assumption (the "Transfer Agreement") ; WHEREAS, Cyprus, Cyprus Minerals Company, a Delaware corporation, and RTZ America Inc., a Delaware corporation (RTZ), have entered into a Stock Purchase Agreement dated as of June 5, 1992 ("the Stock Purchase Agreement"); WHEREAS, with the recognition and acknowledgement of RTZ, the parties desire to make certain conforming changes to the Transfer Agreement to confirm the intent of the parties; NOW THEREFORE, in consideration of the mutual covenants set forth herein and in the Transfer Agreements _ *.* c 1*, Transfer Agreement Is hereby amended on page 3, Section 5, line 14, by deleting "litigation" after "any" and by inserting third party claims (other than employee claims for Which RTZ, referred to as "Buyer" in the Stock Purchase Agreement, is responsible under Section 7.4 of the Stock Purchase Agreement)" after "any". * ... ,, 2 * The Transfer Agreement is hereby amended on page 4, Section 7, line 5, by inserting "and shall be effective immediately prior to the close of business on the closing Date" after "Agreement". * .. 3* Transfer Agreement is hereby amended on page 4, J?y deleting the last three lines of the section and inserting in lieu thereof "all right, title and interest of Cyprus in the Transferred Assets;" after "Newco". amanri** w,,4* if?tio2v.9 of.^f Transfer Agreement is hereby thereof t L l u o S f n g : * " lStln9 S*tlon 9 " * ** " 8 * Representations and W a r r a n t i e s of CvprVfr .. <a> Cyprus hereby represents and warrants to Newco that it has good and marketable title to the Shares and that at the Newco Closing, good and marketable title to the CAMC-Greco-001323 2 Shares/ free and clear of any Encumbrances will be transferred to Newco. (J) Cyprus hereby represents and warrants to Newco that/ to the "Knowledge of Cyprus" (as such term is d e f i n e d with a s p e c t to Seller in the stock Purchase Agreement?7 it has good and marketable title or possessory rights to all of the Transferred Assets (other than the shares covered in (a) 1above) and that at the Newco Closing/ good and marketable1 title or possessory rights all such Transferred Assets/ free and clear of any Encumbrances other than those described in Section 5.8 or in Schedule 5.8 of the Stock Purchase Agreement/ will be transferred to Newco. (c ) representations and warranties contained in section 9(a) hereof shall survive the Newco Closing until the expiration of the limitation period under the applicable statutes of limitations (or any extension thereof) and thereafter shall expire except with respect to breaches or violations theretofore specified in writing to Cyprus by Newco/ RTZ or their successors. The representations and warranties contained in Section 9(b) hereof shall survive for a period of one year after the Newco closing and shall thereafter expire except with respect to breaches and violations theretofore specified in writing to Cyprus by *Newco, RTZ or their successors.* _ .i ,, T r a n s f e r Agreement is hereby amended on pace 5. ky inserting ", provided, however, that ii^\reiSeC?4t?4.illns made Pursuant to (i) of this Section (a), the limitations set forth in Section 11.4 of the Stock Purchase Agreement shall apply to all such claims and, in * applying such limitations, such claims shall be added to all lai? s ma?e againet yptus (referred to as "Seller" in the stodk"Liabi1ities"f th 6r Kintals Company pursuant to Purctase Agreement" after vtf . ^ * The Transfer Agreement is hereby amended on naoe ? ;o^ , t0 15"L lSoUon i! faCfo beC0" S*ction *nd * arising^naa^eny1.?.*.' i n s f e f f ^ S t s a?ofS" o" S " le tranaf ot " * CAMC-Greco-001324 - 3- 7 This Amendment may be executed in one or more counterparts and each counterpart shall be deemed to be on original _ iN WITNESS w h ereof , the parties have duly executed this Amendment to the Agreement of Transfer and Assumption on the dav and year first above written. y CYPRUS TALC CORPORATION CAMC-Greco_-001325 SECOND AMENDMENT TO AGREEMENT OF TRANSFER AND ASSUMPTION SECOND AMENDMENT DATED AS OF JUNE .?& 1992 TO AGREEMENT OF TRANSFER AND ASSUMPTION DATED ^ N E 5, 1992 bv and between Cyprus Talc Corporation, a Delaware oirporaiiTM ( Newco"), and Cyprus Mines Corporation, a Delaware corporation ("Cyprus"). an * * * e n te re d in to " WHEREAS, Cyprus, Cyprus Minerals Company, a Delaware corporation, and RTZ America Inc., a Delaware corporation ("RTZ"), have entered into a Stock Purchase I? f June 5' 1992 (Hthe Stock Purchase Agreement ) and thereafter entered into an Amendment to the Stock Purchase Agreement; u tne nf T3T7 with the recognition and acknowledgement of RTZ, the parties desire to make certain conforming the p ^ t i e s ^ 16 Transfer Agreement to confirm the intent of THEREFORE, in consideration of the mutual covenants set forth herein and in the Transfer Agreement: . , le Transfer Agreement as amended is herebv amended on page 3, Section 5, line 14, by deleting "third party claims (other them employee claims for which RTZ referred to as -Buyer" in the Stock Purchase Igreemen?' is responsible under Section 7.4 of the Stock Purchase * Agreement)" after "any" and by inserting "third party claim than th^rd party claims for which and to the extent that Cyprus and Cyprus Minerals Company are not liable to " terUi" yi?deimit" Under stook P" <*ase Agreements .2 This Amendment may be executed in one or more counterparts and each counterpart shall be deemed to be an original. CAMC-Greco-001326 .. . _ IN WITNESS WHEREOF, the parties have duly executed this Second Amendment to the Agreement of Transfer and Assumption on the day and year first above written. Approved by: RTZ AMERICA INC. CYPRUS TALC CORPORATION JBy:, ' j C f i :dr r CYPRUS/MINES CORPORATION CAMC-Greco-001327 - 2- I