<br />Promissory Note
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<br />Date: August 1, 2003
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<br />1. FOR VALUE RECE:IVED, The Glenwood Irrigation Company ("BORROWER") promises to pay the
<br />State of Colorado Water Conservation Board ("STATE"), the principal sum of One Hundred
<br />Seventeen Thousand Six Hundred and Eight & 25/100 Dollars ($117,608.25) plus interest
<br />at the rate of four percent (4%) per annum for a term of thirty (30) years, pursuant to Loan
<br />Contract No. C150106, dated November 2, 2002, and amended August 1, 2003 ("LOAN
<br />CONTRACT").
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<br />2. This Promissory Note replaces and supersedes the Promissory Note dated November 2,
<br />2002, in the principal amount of $386,000.
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<br />3. Principal and interest shall be payable in equal installments of $6.801.30, with the first
<br />payment due and payable May 1, 2004, and annually thereafter until all principal, interest,
<br />and all late charges, if any, have been paid in full. All principal, interest, and late charges, if
<br />any, then remaining unpaid shall be due and payable 30 years thereafter.
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<br />4. Payments shall be made to the Colorado Water Conservation Board and mailed to 1313
<br />Sherman Street, Room 721, Denver, Colorado 80203.
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<br />5. If the STATE does not receive the annual payment within 15 calendar days of the due date,
<br />the State may impose a late charge in the amount of 5% of the annual payment.
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<br />6. This Note may be prepaid in whole or in part at any time without premium or penalty. Any
<br />partial prepayment shall not postpone the due date of any subsequent payments or change
<br />the amount of such payments,
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<br />7. All payments received shall be applied first to late charges, if any, next to accrued interest
<br />and then to reduce the principal amount.
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<br />8, This Note is issued pursuant to the LOAN CONTRACT between the STATE and the BORROWER.
<br />The LOAN CONTRACT creates security interests in favor of the STATE to secure the prompt
<br />payment of all amounts that may become due hereunder. The security interests, evidenced
<br />by a Security Agreement and a Deed of Trust, dated November 2, 2002 and amended
<br />August 1, 2003, cover certain revenues and real property, respectively, of the BORROWER.
<br />The LOAN CONTAACT, Security Agreement and Deed of Trust grant additional rights to the
<br />STATE, including the right to accelerate the maturity of this Note in certain events.
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<br />9. If any annual payment is not paid when due or any default under the LOAN CONTRACT or the
<br />Security Agreement or Deed of Trust securing this Note occurs, the STATE may declare the
<br />entire outstanding principal balance of the Note, all accrued interest, and any outstanding
<br />late charges immediately due and payable, and the indebtedness shall bear interest at the
<br />rate of 7% per annum from the date of default. The STATE shall give the BORROWER written
<br />notice of any alleged default and an opportunity to cure within thirty (30) days of receipt of
<br />such notice before the BORROWER shall be considered in default for purposes of this
<br />Promissory Note.
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<br />10, The BORROWER, any guarantor, and any other person who is now or may hereafter become
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<br />Appendix A to loan Contract C1501 06 Amendment No.1
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