PROJ00491

• Contract/PO #: C153668
• Contractor Name: Erie, Town of
• Contract Type: Loan
• Water District: 6
• County: Weld
• Bill Number: SB 90-41
• Loan Projects - Doc Type: Contract Documents

This document is incorporated
into the contract by reference.

FIRST AMENDMENT TO DEFEASANCE ESCROW AGREEMENT

THIS FIRST AMENDMENT TO DEFEASANCE ESCROW AGREEMENT dated as of
April 24, 2001, is made and executed by and between THE TOWN OF ERIE, Boulder and Weld
Counties, Colorado, a duly and regularly created, organized and existing statutory town existing as such
under and by virtue of the constitution and laws of the State of Colorado (the "Town"), and THE BANK
OF CHERRY CREEK, N.A., a commercial bank duly organized and existing under the laws of the
United States of America, being a member of the Federal Deposit Insurance Corporation, having full and
complete trust powers, and having an office and place of business in the State of Colorado (the "Bank");

WIT N E SSE T H:

WHEREAS, the Town and the Bank have heretofore entered into that certain Defeasance Escrow
Agreement dated as of December 30, 1998 (the "Defeasance Escrow Agreement") in order to provide for
the defeasance of a loan made to the Town by the Colorado Water Conservation Board (the "CWCB
. Board") pursuant to a project contract made on March 3, 1994 (tile "Project Contract") (the Project
Contract and supplemental documentation are herein referred to as the "CWCB Loan"); and '

WHEREAS, Section 12 of the Defeasance Escrow Agreement states that such Agreement may be
amended in writing signed by the Town and the Bank, but only with the event that the Bank receives an
opinion of Bond Counsel that such amendment does not violate Section l6(b) of the Bond Ordinance (as
defined in the Defeasance Escrow Agreement); and

WHEREAS, the Bank has received such opinion of Bond Counsel; and

WHEREAS, the Town and the Bank desire to amend the Defeasance Escrow Agreement by
entering into this First Amendment to Defeasance Escrow Agreement;

NOW THEREFORE, IT IS AGREED: That in consideration of the mutual covenants herein
contained and other good and valuable consideration duly paid by, or on behalf of, the Town to the Bank
at or before the execution and delivery of this First Amendment to Defeasance Escrow Agreement, the
receipt and sufficiency of which is hereby acknowledged, and in order to permanently secure the payment
of the principal of and interest on the CWCB Loan, the parties hereto mutually undertake, promise, and
agree for themselves, their respective representatives, successors, and assigns, as follows:

Section 1. Section 1 of the Defeasance Escrow Agreement is hereby amended to read as follows:

"Section 1. The Town desires to permanently defease the CWCB Loan, the
principal amount of which is currently $1,438,643.37. In order to permanently defease the
CWCB Loan, the Town shall deposit with the Bank in a special fund and trust account,
designated as the "Town of Erie CWCB Loan Defeasance Escrow Account, 1998" (the
"Escrow Account"), the total amount of $936,219.13. Moneys deposited in the Escrow
Account may be held in cash or Permitted Investments (as defined in Ordinance No, 622).

Moneys deposited in the Escrow Account shall be used for the following purposes:
(i) to purchase the noncallable U.S. Government obligations described in Exhibit B to this
Agreement at a cost (including accrued interest) of $936,216.00 (the "Escrow Account
Securities"); and (ii) to establish a beginning cash balance in the amount of$3.13.

02-86734,02

This dQcoment is incorporated
into the con , ,hy reference.
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