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a;, BALCOMB & GREEN, PC <br /> B oG <br /> A FULL SERVIC E LAW FIRM SINCE 1953 <br /> Christopher L.Geiger <br /> Direct Dial (970)928-3463 <br /> Receptionist(970)945-6546 <br /> chrisg @balcombgreen.com <br /> March 4,2015 <br /> Via U.S. Mail: <br /> CWCB Finance Section <br /> Attn: Peg Mason, Contracts Manager <br /> Colorado Water Conservation Board <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Re: Amendment No. 1, Loan Contract CT2015-141 (150360) —East Mesa Water <br /> Company and Colorado Water Conservation Board. <br /> Dear Ms. Mason: <br /> Enclosed please find four complete copies of Amendment No. 1 to Loan Contract No. <br /> CT2015-141 (150360) (hereinafter "Amendment No. 1"), along with the associated <br /> Amendment to Promissory Note, Amendment to Security Agreement and Amendment <br /> to Deed of Trust, and East Mesa Directors' Resolution, all bearing original signatures. <br /> In connection with Paragraph 6.b.V of Amendment No. 1, as attorney for East Mesa <br /> Water Company ("Company"), it is my opinion that each one of the enclosed documents <br /> was executed by officers of the Company who were duly elected and have authority to <br /> execute the documents on behalf of the Company and to bind the Company thereto,that <br /> the resolution of the Company's Board of Directors enclosed herein was validly adopted <br /> by the Board of Directors, that there are no provisions in the Company's articles of <br /> incorporation or bylaws or any state or local law that will prevent this Amendment from <br /> binding the Company, and that Amendment No. 1 will be valid and binding against the <br /> Company if entered into by the CWCB. In summary all appropriate actions have been <br /> taken by East Mesa to enter into this valid and binding contract amendment with the <br /> CWCB. <br /> Mailing Address: Glenwood Springs Office: Aspen Office: <br /> P.O.Drawer 790 818 Colorado Avenue 0133 Prospector Road,Ste.4102E <br /> Glenwood Springs,CO 81602 Glenwood Springs,CO Aspen,CO 81611 <br /> www.balcombgreen.com (970)945-6546 (970)920-5467 <br />