C150191 Letter of Substaintial Completion

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PROMISSORY NOTE Date: January 6, 2006 Borrower: Buffalo Farms Water Development, LLC Principal Amount: $277,245 Interest Rate: 2.25% per annum Term of Repayment: 20 years Loan Contract No.: C150191, dated January 1,2005 Loan Payment: $17,367.20 Payment Initiation Date*: Ii'^}lu ~.I- I., Ztlol Maturity Date*: A fA &". c,j /. Z j} Z " --I * 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 CONTRACT and this promissory note. 2. This Promissory Note replaces and supersedes the Promissory Note dated January 1, 2005, in the principal amount of $195,435. 3. Principal and interest shall be payable in equal Loan Payments, with the first payment due and payable one year from Payment Initiation (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. 4. Payments shall be made to the Colorado Water Conservation Board at 1580 Logan Street, Suite 750, Denver, Colorado 80203. 5. The eWCB may impose a late charge in the amount of 5% of the annual payment if the eWCB 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. Appendix 8 Loan Contract C150191 Amendment No.1 Page 1 of 2