C150086 Contract

• Contract/PO #: C150086
• Contractor Name: Glenwood Irrigation Company, The
• Contract Type: Loan
• Water District: 40
• County: Garfield
• Bill Number: SPL
• Loan Projects - Doc Type: Contract Documents

LEAVENWORTH & KARP, P.C.

COlorado Water Conservation Board
Department of Natural Resources
Page 2
March 20,2002

"Property" means the property encumbered by the Deed of Trust.

"Resolutions" means the Resolutions of the Board of Directors of the Glenwood Irrigation
Company adopted and dated February 16, 2002, concerning a loan in the amount of Eighty
Thousand Dollars ($85,000) for the purpose of rehabilitation of the Glenwood Ditch diversion and
headgate, a copy of which is attached to the Incumbency Certificate as Exhibit C.

"State Certificate" means the Certificate of Fact of Existence issued on December 26, 2001 by
the Colorado Secretary of State regarding the Borrower a copy of which is attached hereto as
Exhibit B,

We have examined the following documents, instruments and certificates:

DOCUMENTS

1. Promissory Note dated March 20,2002 in the original principal sum of Eighty Five
Thousand Dollars ($85,000)executed by the Borrower in favor of the CWCB;

2, Deed of Trust dated March 20, 2002 ("Deed of Trust") executed by Borrower, as
grantor, for the benefit of CWCB;

3, Loan Contract No, C 150086 dated March 20,2002 by and between the CWCB and
the Borrower ("Contract");

4, Project Summary, Appendix 1 to the Contract ("Project Summary");

5, Security Agreement dated March 20, 2002 executed by the Borrower as Debtor and
identifying the State and CWCB as secured party thereunder ("Security
Agreement"):

Unless otherwise specifically noted herein, all of the Loan Documents are dated March 20,
2002, on or about the date of this letter. In addition to the Loan Documents, we have reviewed
the Articles of Incorporation, Bylaws, Resolutions and Incumbency Certificate for the Borrower
(hereinafter collectively the "Organizational Documents") and the State Certificate. We have
made no independent investigations of fact with respect to the opinions hereinafter expressed, As
to factual matters, we have relied solely on representations made by the parties in the Incumbency
Certificate, the Resolutions and the Loan Documents, As used herein, the phrase "to our
knowledge" shall be defined as the current conscious awareness of Loyal E. Leavenworth, the
attorney in this office who has worked on the Transaction, and does not include knowledge that
may be obtained from a general review of our files or other attorneys who are not currently
involved in the Transaction,

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