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SECURITY AGREEMENT <br />DEBTOR: Colorado River Water Conservation District <br />P. O. Box 1120 <br />Glenwood Springs, CO 81602 <br />FEDERAL TAX NUMBER: 84 -6000167 <br />SECURED PARTY: STATE OF COLORADO for the use and benefit of the <br />Dept of Natural Resources, Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br />COLLATERAL CLASSIFICATION: Contract Rights (Code 030) <br />COUNTY: Garfield (Code 24) <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following <br />property and any and all additions, accessions and substitutions thereto or therefor, hereinafter called <br />the COLLATERAL: Pledged revenues in the amount of the first $1,153,383.57 received annually under <br />the Rock Creek Reservoir Lease Agreement _dated March 3, 1987, as amended by the Agreement <br />Amending Lease Agreement effective July 21, 1992, the letter agreement dated July 19, 1993, and <br />the supplemental agreement dated December 12. 1995, and DEBTOR'S rights under said Lease <br />Agreement to receive said revenues, as described in Loan Contract #C153629, dated September 30, <br />1992, as amended (CONTRACT). <br />To secure payment of the indebtedness evidenced by Paragraph b.16 of the abovementioned <br />CONTRACT between the above named parties herewith, in int of $16,255,724.12 with interest <br />at 5% per annum for a term of 25 years, payable ED P TY in accordance with the <br />provisions of said CONTRACT until all principal and i aid i <br />DEBTOR EXPRESSLY WARRANTS AND COVENA S: <br />1. That except for the security interest grante, y, BTOR is, or to the extent that this <br />agreement states that the COLLATERAL is to be after the date hereof, will be, the owner of <br />the COLLATERAL free from any adverse lien, se rity interest or encumbrances; and that DEBTOR <br />will defend the COLLATERAL against all claims and demands of all persons at anytime claiming the <br />same or any interest therein. <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or agreement <br />goveming DEBTOR or to which DEBTOR is a party. <br />3. That, if DEBTOR is a corporation, its certificate and articles of incorporation and by -laws do not <br />prohibit any term or condition of this agreement. <br />4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by its <br />representations herein, DEBTOR shall be estopped from asserting for any reason that it is not <br />authorized to grant a security interest in the COLLATERAL pursuant to the terms of this agreement. <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against the <br />COLLATERAL. <br />6. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon the <br />COLLATERAL and not to permit the same to be attached or replevined. <br />Attachment 3 to Contract C153629 Amendment No. 2 <br />