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PROMISSORY NOTE Date: November 3, 2006 BOI'1"OW@I': NORTH POUDRE IRRIGATION CO. Principal Amount: $735,280 interest Rate: 3.25% per annum Term of Repayment: 20 years Loan Contract No.: C150170, dated November 3, 2006 Loan Payment: $50,571.74 Payment Initiation Date*: ��-� � , �o � Maturity Date*: �-�-�r�-�y,�� /. ��'�� * Payment Initiation Date and Maturity Date fields are filled in after the project has been substantially completed. 1. FOR VALUE RECEIVED the BORROWER promises to pay the Colorado Water Conservation Board ("CWCB"), the Principal Amount plus Interest for the Term of Repayment, pursuant to the LoaN CotvTRa,cT and this promissory note. 2. This Promissory Note replaces and supersedes the Promissory Note dated August 1, 2004, in the principal amount of $614,080. 3. Principal and interest shall be payable in equal Loan Payments, with the first payment due and payable one year from Payment Initiation Date, 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. 4. Payments shall be made to the Colorado Water Conservation Board at 1313 Sherman Street, Room 721, Denver, Colorado 80203. 5. 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. 6. 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. 7. All payments received shall be applied first to late charges, if any, next to accrued interest and then to reduce the principal amount. 8. This Note is issued pursuant to the Loarv CotvTRacT befinreen #he CWCB and the BoRROwER. The Loatv CorvTRacT creates security interests in favor of the CWCB to secure the prompt payment of all amounts that may become due Appendix A to Loan Contract C150170