C153701 Consents and certificates

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, 'f " -------.... ~~ :;8 ~ of. . ~ ~ - --'" CONSENT TO ISSUANCE OF PARITY BONDS The undersigned owners, respectively, of the City of Fort Morgan, Colorado, Water Works and Distribution Enterprise, Water Revenue Refunding and Improvement Bond, Series 1994, dated April 1, 1994, in the principal amount of $2,500,000 and the city of Fort Morgan, Colorado, and the City of Fort Morgan, Colorado Water Works and Distribution Enterprise, Loan Contract and Promissory Note, dated August 7, 1995, in the principal amount of $5,500,000 (collectively, the "Prior obligations"), hereby consent to the use of the assumptions and calculations set forth in the attached Coverage certificate for the purpose of satisfying the requirements for the issuance of parity securities under the ordinances authorizing the issuance or the execution and delivery of the Prior Obligations or in the Prior obligations themselves, and based on the coverage shown therein, the undersigned further consent to the issuance of the city of Fort Morgan, Colorado, Water Works and Distribution Enterprise, Water Revenue Bonds, Series 1997, dated December 16, 1997, in the aggregate principal amount of $31,000,000 (the "Bonds"), the execution and delivery.of the Reimbursement Agreement, dated December 16, 1997, between State Street Bank and Trust Company and the city of Fort Morgan, Colorado, Water Works and Distribution Enterprise and the issuance to the Colorado Water Resources and Power Development Authority, the Colorado Water Conservation Board and the united States Department of Agriculture _ Rural Development of any Additional Parity Bonds (as defined in the ordinance authorizing the issuance of the Bonds) issued for the purpose of refunding the Bonds and having a lien on the Net Pledged Revenues (as defined in the ordinance authorizing the issuance of the Bonds) on a parity with, and not superior to, the lien thereon of the Prior Obligations, notwithstanding any provision to the contrary contained in the ordinances authorizing the issuance or the execution and delivery of the Prior obligations or in the Prior Obligations themselves. The Colorado Water Resources and Power Development Authority. also hereby represents that the foregoing test has been approved by Financial Guaranty Insurance Company.