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APPENDIX A-1, AMENDMENT No. 2 TO LOAN CONTRACT CT2O15-040 (C150237) AMENDMENT TO THE PROMISSORY NOTE Date: November 24, 2015 Borrower: Penrose Water District, acting by and through its Water Activity Enterprise Principal Amount: $8,415,683.54 Interest Rate: 3.25% per annum Term of Repayment: 30 years Contract Number: CT2015-040, Amendment No. 1 and Amendment No. 2 Loan Payment: $443,352.66 Payment Initiation Date*: October 1, 2015 Maturity Date*: October 1, 2045 * 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 ORIGINAL PROMISSORY NOTE dated December 13, 2010, attached to the ORIGINAL CONTRACT as APPENDIX 2 and the Amended Promissory Note, dated December 17, 2014, attached as APPENDIX A, to AMENDMENT No. 1 of the ORIGINAL CONTRACT. 3. Principal and interest shall be payable in equal Loan Payments, with the first payment due and payable one year from Payment Initiation Date, 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 1313 Sherman Street, Room 718, Denver, Colorado 80203. 5. The CWCB may impose a late charge in the amount of 5% of the annual payment if the CWCB 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 Appendix A-1 to Amendment No. 2 Page 1 of 2