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<br />AMENDED SECURITY AGREEMENT <br /> <br />DEBTOR: Beaver Reservoir Company <br />14044100 Road <br />Paonia CO 81428 <br /> <br />FEDERAL TAX NUMBER: 84-0487933 <br /> <br />COUNTY: DELTA (CODE: 18) <br /> <br />SECURED PARTY: State of Colorado - Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />COLLATERAL: Contract Rights (Code: 030) <br /> <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following <br />property and any and all additions, accessions and substitutions thereto or therefor, hereinafter <br />called the COLLATERAL: All revenues derived from assessments on stock and all of DEBTOR'S right <br />to receive said assessment revenues to repay the indebtedness on the amount loaned to debtor <br />by secured party, as described in Pledge of Revenues provisions in Contract No. C153705, as <br />amended (CONTRACT), pursuant to SS 7-40-101 et seq. and 7-42-101 et seq., C.R.S. <br /> <br />To secure payment of the indebtedness evidenced by certain Promissory Note dated May 1, <br />2000, between the above named parties herewith, payable to the SECURED PARTY, the loan <br />amount of $415,000 for a period of 40 years in accordance with said Promissory Note or until all <br />principal and interest are paid in full. The parties are amending this Security Agreement to <br />establish the total loan amount of $415,000. <br />.- <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />1. That except for the security interest granted hereby, DEBTOR is, or to the extent that this <br />agreement states that the COLLATERAL is to be acquired after the date hereof, will be, the <br />owner of the COLLATERAL free from any adverse lien, security. interest or encumbrances; and <br />that DEBTOR will defend the COLLATERAL against all claims and demands of all persons at <br />anytime claiming the same or any interest therein. <br /> <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or <br />agreement governing DEBTOR or to which DEBTOR is a party. <br /> <br />3. That, if DEBTOR is a corporation, its certificate and articles of incorporation and by-laws do not <br />prohibit any term or condition of this agreement. <br /> <br />4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by its <br />representations herein, DEBTOR shall be estopped from asserting for any reason that it is not <br />authorized to grant a security interest in the COLLATERAL pursuant to the terms of this <br />agreement. <br /> <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against. <br />the COLLATERAL. <br /> <br />6. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon <br />the COLLATERAL and not to permit the same to be attached or replevined. <br /> <br />7. That the DEBTOR will not use the COLLATERAL in violation of any applicable statutes, <br />regulations, ordinances, articles of incorporation or by-laws. ", <br /> <br />Appendix 3 to Loan Contract C153705 Amendment No.2' <br />