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PROMISSORY NOTE Date: November 17, 2005 Borrower: Highland Ditch Company Principal Amount: $545,400 Interest Rate: 2.25% per annum Term of Repayment: 20 years Loan Contract No.: C150211, dated November 17, 2005 Loan Payment: Payment Initiation Date*: Maturity Date*: * Payment Initiation Date substantially completed. 1. FOR VALUE RECEIVED, the BORROWER promises to pay the Colorado Water ConseNation Board ("CWCB"), the Principal Amount plus Interest for the Term of Repayment, pursuant to the LOAN CONTRACT and this promissory note. $34,164.99 te-brw-M7 / 21) () 1 (;.{.,.-u..-w /) z~ Z h . I and Maturity Date fields are filled in after the project has been 2. Principal and interest shall be payable in equal Loan Payments. with the first payment due and payable one year from Payment Initiation Date (the date the CWCB determines that the project is substantially complete), and annually thereafter. All principal, interest, and late charges, if any, then remaining unpaid shall be due and payable on or before the Maturity Date. 3. Payments shall be made to the Colorado Water Conservation Board at 1313 Sherman Street, Room 721, Denver, Colorado 80203. 4. The CWCB may impose a late charge in the amount of 5% of the annual payment if the CWCB does not receive the annual payment within 15 calendar days of the due date. 5. This Note may be prepaid in whole or in part at any time without premium or penalty. Any partial prepayment shall not postpone the due date of any subsequent payments or change the amount of such payments. 6. All payments received shall be applied first to late charges, if any, next to accrued interest and then to reduce the principal amount. 7. This Note is issued pursuant to the LOAN CONTRACT between the CWCB and the BORROWER. The LOAN CONTRACT creates security interests in favor of the CWCB to secure the prompt payment of all amounts that may become due hereunder. Said security interests are evidenced by a Security Agreement and Deed of Trust ("Security Instruments") of even date and amount and cover certain revenues, real property, water rights and/or accounts of the BORROWER. The LOAN CONTRACT and Security Instruments grant additional rights to the CWCB, including the right to accelerate the maturity of this Note in certain events. 8. If any annual payment is not paid when due or any default under the LOAN CONTRACT or the Security Instruments securing this Note occurs, the CWCB may declare the entire outstanding Appendix 2 to Loan Contract C150211 Page 1 of 2