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NOW THEREFORE, it is hereby agreed that 1. Consideration for this Amendment to the ORi~iNa~ CoNTRACT consists of the payments that shall be made pursuant to this Amendment and the ORi~iNA~ CoNTRacT, and the promises and agreements herein set forth. 2. It is expressly agreed by the parties that this Amendment is supplemental to the ORIGINAL CONTRACT, and all terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Amendment as though they were expressly rewritten, incorporated, and included herein. 3. The CONTRACTOR's Shareholders and Board of Directors has adopted resolutions, irrepealable for the term of this loan, authorizing the CorvTRacTOR to enter into this contract amendment to borrow the additional $21,125 and to make and levy assessments sufficient to pay the annual loan payments. Said resolutions are attached hereto as Attachment 1. 4. Prior to the execution of this Amendment by the STATE, tI1@ CONTRACTOR Sllall SUbI'Tllt to the STATE a letter from its attorney stating that it is the attorney's opinion that (1) the person signing for the CONTRACTOR WaS CIUIy elected or appointed and has authority to sign such documents on behalf of the CONTRACTOR and to bind the CONTRACTOR; (2) the CONTRACTOR~S board Of directors haS Valldly adopted resolutions approving this Amendment; (3) there are no provisions in the CONTRACTOR's articles of incorporation or by-laws or any state or local law that prevent this Amendment from binding the CotvTRacTOR; and (4) this Amendment will be valid and binding against the CoNTRacTOR if entered into by the STaTE. 5. The CoNTRacTOR agrees that it shall execute the following documents, all of which shall set forth the revised loan amount: a Promissory Note, attached as Attachment 2 and incorporated herein, which shall supersede and replace Appendix 2 to the ORIGINAL CONTRACT; an Amended Deed of Trust and Amended Security Agreement for the 1,876 shares of stock of the Excelsior Irrigating Company, attached hereto as Attachment 3 and Attachment 4, respectively, incorporated herein, which shall supplement and operate in conjunction with Appendix 4 and Appendix 5 to the ORIGINAL CONTRACT; an Amended Deed of Trust for the diversion structure, attached hereto as Attachment 5 which shall supplement and operate in conjunction with AppC'11dIX 7 t0 tfle ORIGINAL CONTRACT, and an Amended Security Agreement, attached as Attachment 6 and incorporated herein, which shall supplement and operate in COIIJUI1Ct1011 WItII App@I1dIX $ t0 tIl@ ORIGINAL CONTRACT. TIl@ CONTRACTOR aISO 8gC@@S that, upon substantial completion of the PRO~ECT, it shall execute the Assignment of Deposit Account as Security attached as Attachment 7 and incorporated herein, which shall supersede and replace Appendix 9 to the ORi~irvA~ CorvrRacT. 6. The parties agree that the ORi~irva~ CorvTRACT is and shall be modified, altered, and changed in the following respects only: a. The second line of Paragraph A.9 of the ORi~iNA~ CorvTRa,cT shall be amended to read as follows: "and evidencing this loan in the amount of up to $251,125 at an interest rate of 3.771 % per annum ..." b. The first sentence of Paragraph A.9.b of the ORi~irva~ CoNTRACT shall be amended to read as follows: "As the loan funds are disbursed by the State to the BoRROwER during construction, interest shall accrue at the rate of 3.75% on the first $230,000 The Excelsior Irrigating Company Page 2 of 3 Contract Amendment No. 1