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<br />PROMISSORY NOTE <br /> <br />Date: April 1, 2004 <br /> <br />Borrower: Lower Arkansas Water Management Association <br /> <br />Principal Amount: $1,875,583.50 <br /> <br />Interest Rate: 3% per annum <br /> <br />Term of Repayment: 40 years <br /> <br />Loan Contract: No. C153768, dated May 28, 1997, and amended May 17, 1999; <br />January 14, 2000; March 10, 2001; and April 1, 2004 <br /> <br />Loan Payment: $67,200 annually for Years 2005 through 2014 and $89,296.70 <br />annually for Years 2015 through 2044 <br /> <br />Payment Initiation Date: April 1, 2005 <br /> <br />Maturity Date: April 1, 2044 <br /> <br />1. FOR VALUE RECEIVED, the BORROWER promises to pay the Colorado Water Conservation <br />Board ("CWCB"), the Principal Amount plus Interest for the Term of Repayment, pursuant <br />to the LOAN CONTRACT and this promissory note. <br /> <br />2. This Promissory Note replaces and supersedes the Promissory Note dated May 28, <br />1997{Appendix 2 to Loan Contract C153768) in the principal amount of $2,300,000. <br /> <br />3. Principal and interest shall be payable in equal Loan Payments, with the first payment due <br />April 1, 2005 (Payment Initiation Date), and annually thereafter. All principal, interest, and <br />late charges, if any, then remaining unpaid shall be due and payable on or before the <br />Maturity Date. <br /> <br />4. Payments shall be made to the Colorado Water Conservation Board at 1313 Sherman <br />Street, Room 721, Denver, Colorado 80203. <br /> <br />5. The CWCB may impose a late charge in the amount of 5% of the annual payment if the <br />CWCB does not receive the annual payment within 15 calendar days of the due date. <br /> <br />6. This Note may be prepaid in whole or in part at any time without premium or penalty. Any <br />partial prepayment shall not postpone the due date of any subsequent payments or change <br />the amount of such payments. <br /> <br />7. All payments received shall be applied first to late charges, if any, next to accrued interest <br />and then to reduce the principal amount. <br /> <br />8. This Note is issued pursuant to the LOAN CONTRACT between the CWCB and the <br />BORROWER. The LOAN CONTRACT creates security interests in favor of the CWCB to secure <br />the prompt payment of all amounts that may become due hereunder. Said security <br />interests are evidenced by a Security Agreement and Deed of Trust of even date and <br />amount and cover certain revenues, real property and/or water rights of the BORROWER. The <br />LOAN CONTRACT, Security Agreement and Deed of Trust grant additional rights to the <br /> <br />Appendix A to Loan Contract C153768 Amendment No.4 <br />