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<br />AMENDED SECURITY AGREEMENT <br /> <br />DEBTOR: <br /> <br />City of Fort Morgan, Colorado Water Works and Distribution Enterprise <br />P.O. Box 100, 710 E. Railroad <br />Fort Morgan, CO 80701 <br /> <br />84-6000588 <br /> <br />MORGAN (CODE: 15) <br /> <br />State Of Colorado, Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <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 any sale or lease of the DEBTOR'S interest in <br />and the contract rights under (1) the Allotment Contract for Capacity in the Southem Water Supply <br />Project Pipeline between the City of Fort Morgan, Colorado, acting by and through the City of Fort <br />Morgan, Colorado Water Works and Distribution Enterprise and the Northem Colorado Water <br />Conservancy District, acting by and through the Southem Water Supply Project Water Activity <br />Enterprise, dated January 14, 1994; (2) the Allotment Contract for Capacity in the Fort <br />Lupton/Hudson Pipeline between the City of Fort Morgan, Colorado, acting by and through the <br />City of Fort Morgan, Colorado Water Works and Distribution Enterprise and the Northem Colorado <br />Water Conservancy District, acting by and through the Southern Water Supply Project Water <br />Activity Enterprise, dated August 4, 1995; and (3) the Allotment Contract for Capacity in the <br />Morgan Pipeline between the City of Fort Morgan, Colorado, acting by and through the City of Fort <br />Morgan, Colorado Water Works and Distribution Enterprise and the Northem Colorado Water <br />Conservancy District, acting by and through the Southem Water Supply Project Water Activity <br />Enterprise, dated July 14, 1998. <br /> <br />To secure payment of the obligations evidenced by certain Promissory Note Provisions contained <br />in Loan Contract No. C153701, dated August 7, 1995, between the above named parties <br />herewith, payable to the SECURED PARTY as follows: $5,500,000 payable in forty annual <br />installments in accordance with the Promissory Note Provisions contained in said Loan Contract, <br />or until all principal, interest, and late charges, if any, are paid in full. <br /> <br />This Security Agreement is amended to add a pledge of all revenues derived from any sale <br />or lease of the DEBTOR'S interest in and its contract rights under the January 14, 1994 <br />Allotment Contract and the July 14, 1998 Allotment Contract, both with the Northern <br />Colorado Water Conservancy District, acting by and through the Southern Water Supply <br />Project Water Activity Enterprise. <br /> <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br /> <br />FEDERAL TAX NUMBER: <br />COUNTY: <br />SECURED PARTY: <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 owner of <br />the COLLATERAL free from any adverse lien, security interest or encumbrances; and that DEBTOR <br />will defend the COLLATERAL against all claims and demands of all persons at anytime claiming the <br />sam'? or any interest therein by, through or under DEBTOR. <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 />Attachment A to Loan Contract C153701 Amendment No.1 <br />