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<br />'" <br /> <br />. <br />FROM B~LARD SPAHR DENVER <br />,. - ~ <br />~ <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />(MONl11. 24' 97 8: 57/ST. 8: 56/NO. 4260005189 P 2 <br /> <br />CONSENT TO ISSUANCE OF PARITY BONDS <br /> <br />The undersigned owners, respectively, of the City of Fort <br />Morqan, Colorado, Water Works and Distribution Enterprise, Water <br />Revenue Refunding and Improvement Bond, Series 1994, dated April 1, <br />1994, in the principal amount of $2,500,000 and the City of Fort <br />Morgan, Colorado, and the city of Fort Morgan, Colorado Water Works <br />and Distribution Enterprise, Loan Contract and Promissory N~te, <br />dated August 7, 1995, in the principal amount of $5,500,000 <br />(collectively, the "Prior obliqations"), herebY consent to the USjl <br />of the assumptions and calculations set forth in the attached <br />~coverage Certificate-tOr-tne purpose'-O'f'-S'a"'t'~'Ehe requIrements <br />for fhe 1ssuafiCe of-''''''parity securities under the ordinances <br />authorizing the iss~ance or the execution and ~elivery of the Prior <br />Obliqations or in the Prior Obligations themselves, and based on <br />the coverage shown therein, the undersiqned further consent to the <br />issuance of the City of Fort Morgan, Colorado, Water Works and <br />Distribution Enterprise, Water R~venue Bonds, Series 1997, dated <br />December 4, 1997, in the aqqreqate principal amount of $31,000,000 <br />(the "Bonds"), the execution and delivery of the Reimbursement <br />~5ireellen.t.t.-Jia:t.ed-D...ftS1.ELmb~E,_ 4, 1997, betwe!::-I:1_~~.1!_J?!-r.@El~~Ji4nJ5:.-k.!1..~- <br />Trust Company and the city-'of-'Fof't"'Morgan, Colorado, Water Works <br />and Distribution Enterprise and the issuance to the Colorado Water <br />Resources 'and Power Development Authority, the Colorado Water <br />Conservation Board and the United States Department of Aqriculture <br />- Rural Development of any Additional Parity Bonds (as defined in <br />the ordinance authorizing the issuance of the BOnds) issued for the <br />purpose of refunding the Bonds and having a lien on the Net Pledged <br />Revenues (as defined in the ordinance authorizing the issuance of <br />the Bonds) on a ,parity with, and not superior to, the lien thereon <br />of the Prior Obligations, notwithstanding any provision to the <br />contrary contaiped in the ordinances authorizing the issuance or <br />the execution and delivery of the Prior Obligations or in the prior <br />Obliqations themselves. . <br /> <br />The Colorado Water Resources and Power Development <br />Authority also hereby represents that the fore9oinq test has been <br />approved by Financial Guaranty Insurance Company. <br /> <br />45104S.003(PF) <br /> <br />21 <br /> <br />11/22/97 <br />