PROJ00497

• Contract/PO #: C153620
• Contractor Name: Clinton Ditch and Reservoir Company
• Contract Type: Loan
• Water District: 36
• County: Summit
• Bill Number: SB 90-87
• Loan Projects - Doc Type: Contract Documents

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below, each prepayment shall be applied to the payment of
principal and interest due in inverse order of approaching
maturities.

(e) Each Loan payment shall be accompanied by a
certificate executed by an officer of Borrower reflecting the
allocation of credit therefor between the Municipal Portion
and the Ski Area Portion, as well as among the owners of the
stock pledged to secure the Loan pursuant to paragraph 2
below. Lender shall promptly acknowledge in writing to
Borrower that such credit has been made and allocated as
certified and shall keep a cumulative record of credits for
each such owner, which may be examined by Borrower or any
owner at any reasonable time during the term of the Loan.

2. Securitv.

(a) Repayment of portions of the Loan shall be
secured severally (not jointly or' collectively) by all shares
of stock of Borrower owned by the Town of Breckenridge,
Colorado (WBreckenridgeW)j the Town of Dillon, Colorado
(WDillonW), Breckenridge Ski Corporation, Copper Mountain,
Inc. and Keystone Resorts Management, Inc. (collectively, the
wSummit County Ski AreasW) and winter Park Recreational
Association (WWinter Park.). Breckenridge, Dillon, each of
the summit County Ski Areas and winter Park are sometimes
individually referred to herein as an .Owner. and collectively
as wOwners.. The pledged shares are referred to herein
collectively as the WShares.W Each Owner's Shares shall
secure only a portion of the Loan as set forth on Exhibit c
hereto, plus interest thereon.

(b) Each Owner shall execute and deliver to
Lender a nonrecourse deed of trust and a nonrecourse security
agreement and related financing statement (collectively, the
.Security Documents.) substantially in the forms of Exhibits D
and E hereto, respectively, with respect to its Shares,
together with the certificate(s) representing such Shares and
reflecting Lender's status as secured party and stock powers
for each certificate, duly executed in blank.

(c) Beginning with the making of the fourth
annual principal payment due August 13, 1996, upon receipt of
any payment on the Loan and the certificate provided for in
paragraph l(e) above, Lender shall deliver to each Owner
credited with a portion of such payment and release from the
Security Documents a number of Shares (rounded to the nearest
whole number) the aggregate value of which is proportional to

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