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<br />CONSENT TO ISSUANCE OF PARITY BONDS <br /> <br />The undersigned owners, respectively, of the city of Fort <br />Morgan, Colorado, Water Works and Distribution Enterprise, Water <br />Revenue Refunding and Improvement Bond, Series 1994, dated April 1, <br />1994, in the principal amount of $2,500,000 and the City of Fort <br />Morgan, Colorado, and the City of Fort Morgan, Colorado Water Works <br />and Distribution Enterprise, Loan Contract and Promissory Note, <br />dated August 7, 1995, in the p:l:"incipal amount of $5,500,000 <br />(collectively, the "Prior Obligations"), hereby consent to the use <br />of the assumptions and calculations set forth in the attached <br />Coverage certificate for the purpose of satisfying the requirements <br />for the issuance of parity securities under the ordinances <br />authorizing the issuance or the execution and delivery of the Prior <br />Obligations or in the Prior Obligations themselves, and based on <br />the coverage shown therein, the undersigned further consent to the <br />issuance of t:he City of Fort Morgan, Colorado, Water Works and <br />Distribution tnterprise, Water Revenue Bonds, Series 1997, dated <br />December 16, 1997, in the aggregate principal amount of $31,000,000 <br />(the "Bonds"), the execution and deli very of the Reilllbursement <br />Agreement, dated December 16, 1997, between State Street Bank and <br />Trust Company and the City of Fort Morgan, Colorado, Water Works <br />and Distribution Enterprise and the issuance to the Colorado Water <br />Resources and Power Development ,Authority, the Colorado Water <br />Conservation Board and the United states Department of Agriculture <br />- Rural Development of any Additiopal Parity Bonds (as defined in <br />the ordinance authorizing the issuapce of the Bonds) issued for the <br />purpose of refunding the Bonds and ~aving a lien on the Net Pledged <br />Revenues (as defined in the ordinapce authorizing the issuance of <br />the Bonds) on a parity with, and not superior to, the lien thereon <br />of the Prior Obligations, notwithstanding any provision to the <br />contrary contained in the ordinances authorizing the issuance or <br />the execution and delivery of the prior Obligations or in the Prior <br />Obligations themselves. <br /> <br />The Colorado Water Resources and Power Development <br />Authority also hereby represents that the foregoing test has been <br />approved by Financial Guaranty Insurance Company. <br /> <br />Attachment C to Loan Contract Amendment No.1 <br />