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<br />EXHIBIT B <br /> <br />NON-RECOURSE PROMISSORY NOTE <br />(SKI AREA) <br /> <br />$4,120,000 <br /> <br />, Colorado <br />August , 1992 <br /> <br />FOR VALUE RECEIVED, the Clinton Ditch & Reservoir Company <br />(the wCompanyW), a Colorado nonprofit ditch and reservoir <br />company, promises to pay to the order of the Colorado Water <br />Conservation Board (WpayeeW), an agency of the State of <br />Colorado, on or before August , 2002, the principal sum of <br />$4,120,000, together with interest on the outstanding unpaid <br />balance of such principal amount at the rate of six and one- <br />half percent per year, calculated as of and payable on each <br />date when principal payments are due. All interest accrued <br />shall be simple interest and shall be calculated on the basis <br />of actual days elapsed. Principal and interest shall be <br />payable in ten annual installments of $573,111.32 each on or <br />before August of each year beginning August , 1993 and <br />ending August --, 2002. All payments of principal and <br />interest shall~e made at Payee's offices at 721 State <br />Centennial Building, 1313 Sherman Street, Denver, Colorado <br />80203, Attention: Director, or at such other place as Payee <br />shall have designated to the Company in writing. All payments <br />received hereunder shall be credited toward the allocated <br />share of the applicable Owner (as defined below) as described <br />in the Loan Agreement dated August , 1992 between the <br />Company and Payee (the WLoan AgreementW), and shall be applied <br />first to accrued interest as of the date of payment and then <br />to the outstanding principal balance of such share. <br /> <br />This Note may be prepaid, either in whole or in part <br />at any time without premium or penalty and without the prior <br />consent of the holder hereof. <br /> <br />This Note is secured severally (not jointly and <br />collectively) in the amounts set forth on Schedule 1 hereto <br />by, and the holder of this Note is entitled to the benefits <br />of, four Deeds of Trust (the "Deeds of Trust") and four <br />General security Agreements (the wSecurity Agreements") (the <br />Deeds of Trust and Security Agreements being referred to as <br />the wSecurity DocumentsW) of even date herewith, given by <br />certain owners of the Company's stock (the wOwners") for the <br />benefit of Payee to secure portions of this Note and covering <br />certain shares of the Company's Class A Series 1 and Series 2 <br /> <br />B-1 <br />