PROJ02205

• Contract/PO #: C150058A
• Contractor Name: Dolores Water Conservancy District
• Contract Type: Loan
• Water District: 71
• County: Dolores
• Bill Number: SB 01-157
• Loan Projects - Doc Type: Contract Documents

AMENDMENT NO.2 TO SECURITY AGREEMENT

DEBTOR: Dolores Water Conservancy District,
acting by and through the Dolores
Water Conservancy District Water
Activity Enterprise

SECURED PARTY: Colorado Water Conservation Board

DATE OF ORIGINAL SECURITY AGREEMENT: December 10, 2002, and First
Amendment September 1, 2005.

Original Promissory Note: $5,461,200, dated December 10, 2002,
Interest at the rate of 3.5% per annum
with annual payment for a period of 30
years or until paid in full.

ORIGINAL LOAN CONTRACT: C150058A, dated December 10, 2002,
and First Amended September 1, 2005

REPLACEMENT PROMISSORY NOTE: $2,526,174, dated December 28, 2006,
Interest at the rate of 3.5% per annum
with annual payment for a period of 30
years or until paid in full.

1. The Parties have amended the ORIGINAL LOAN CONTRACT and First Amendment
to decrease the loan amount from $5,461,200 to $2,526,174 and hereby
amend the original Security Agreement and First Amended Security Agreement
to document the change of loan amount and amend the collateral.

2. The Parties expressly agree that this Second Amendment is supplemental to
the Security Agreement and all terms, conditions, and provisions thereof,
unless specifically modified below, are to apply to this Second Amendment as
though they were expressly rewritten, incorporated, and included herein.

Substituted Collateral: The Debtor irrevocably pledges to the
CWCB, for purposes of repayment of
this loan, the Investment Agreement
between the Borrower and MBIA, Inc.
dated December 5, 2002, the First
Amendment dated November 7, 2005
and the Second Amendment dated

Appendix B to Loan Contract C150058A Amendment No.2
Page 1 of 2

Date of Second Amendment to Loan Contract C150058A: December 28,2006
Date of Second Amended Security Agreement: December 28, 2006