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<br />Promissory Note <br /> <br />Date October 1,2001 Date of Completion <br /> <br />1. FOR VALUE RECEIVED, The North Poudre Irrigation Company ("BORROWER") promises to <br />pay the State of Colorado Water Conservation Board ("CWCB"), the principal sum of <br />One Million One Hundred and Seven Thousand Dollars ($1,107,000) plus interest at <br />the rate of 4.04 percent per annum for a term of twenty (20) years, pursuant to Loan <br />Contract No. C150013 dated October 1, 2001 ("LOAN CONTRACT"). <br /> <br />2. Principal and interest shall be payable in equal installments of $81,743.77, with the first <br />payment due and payable one year from the date that the State determines that the <br />project is substantially complete, and annually thereafter until all principal, interest, and <br />late charges, if any, have been paid in full, with all such principal, interest, and late <br />charges, required to be paid within 20 years. <br /> <br />3. Payments shall be made payable to the Colorado Water eonservation Board and <br />mailed to 1313 Sherman Street, Room 721, Denver, Colorado 80203. <br /> <br />4. If the CWCB does not receive the annual payment within 15 calendar days of the due <br />date, the CWeB may impose a late charge in the amount of 5% of the annual payment. <br /> <br />5. This Note may be prepaid in whole or in part at any time without premium or penalty. <br />Any partial prepayment shall not postpone the due date of any subsequent payments or <br />change the amount of such payments. <br /> <br />6. All payments received shall be applied first to late charges, if any, next to accrued <br />interest and then to reduce the principal amount. <br /> <br />7. This Note is issued pursuant to the LOAN CONTRACT dated October 1, 2001, between <br />the CWeB and the BORROWER. The LOAN CONTRACT creates security interests in favor <br />of the CWCB to secure the prompt payment of all amounts that may become due <br />hereunder. The security interests, evidenced by a Security Agreement and a Deed of <br />Trust, both of even date and amount, cover certain revenues and real property of the <br />BORROWER. The LOAN CONTRACT, Security Agreement and Deed of Trust grant <br />additional rights to the CWCB, including the right to accelerate the maturity of this Note <br />in certain events. <br /> <br />8. If any annual payment is not paid when due or any default under the LOAN CONTRACT or <br />the Security Agreement or Deed of Trust securing this Note occurs, the STATE may <br />declare the entire outstanding principal balance of the Note, all accrued interest, and <br />any outstanding late charges immediately due and payable, and the indebtedness shall <br />bear interest at the rate of 7% per annum from the date of default. The CWCB shall <br />give the BORROWER written notice of any alleged default and an opportunity to cure <br />within thirty (30) days of receipt of such notice before the BORROWER shall be <br />considered in default for purposes of this Promissory Note. <br /> <br />9. The BORROWER, any guarantor, and any other person who is now or may hereafter <br />become primarily or secondarily liable for the payment of this Note or any portion <br />thereof hereby agree that if this Note or interest thereon is not paid when due or if suit is <br /> <br />Appendix 2 to Loan Contract C150013 <br />