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<br />PROMISSORY NOTE <br /> <br />Date: November 1, 2003 <br />Borrower: Arkansas Groundwater Users Association <br />Principal Amount: $600,872.67 <br />Interest Rate: 3% per annum <br /> <br />35 years <br /> <br />C153808, dated February 24, 1998, amended November 1, <br />2003 <br /> <br />Loan Payment: $27,964.19 <br /> <br />Payment Initiation Date*: April 1 , 2004 <br /> <br />Maturity Date*: April 1 , 2038 <br /> <br />1. FOR VALUE RECEIVED, the BORROWER promises to pay the Colorado Water <br />Conservation Board ("CWCB"), the Principal Amount plus Interest for the Term of <br />Repayment, pursuant to the LOAN CONTRACT and this promissory note. <br /> <br />2. This Promissory Note replaces and supersedes the Promissory Note dated February <br />20,1998, in the principal amount of $590,590. <br /> <br />3. Principal and interest shall be payable in equal Loan Payments, with the first payment <br />due on the Payment Initiation Date, and annually thereafter until all principal, interest, <br />and late charges, if any, have been paid in full, with all such principal, interest, and <br />late charges, required to be paid on or before the Maturity Date. <br /> <br />4. Payments shall be made to the Colorado Water Conservation Board at 1313 Sherman <br />Street, Room 721, Denver, Colorado 80203. <br /> <br />5. The CWCB may impose a late charge in the amount of 5% of the annual payment if <br />the CWCB does not receive the annual payment within 15 calendar days of the due <br />date. <br /> <br />Term of Repayment: <br />Loan Contract No.: <br /> <br />6. This Note may be prepaid in whole or in part at any time without premium or penalty. <br />Any partial prepayment shall not postpone the due date of any subsequent payments <br />or change the amount of such payments. <br /> <br />7. All payments received shall be applied first to late charges, if any, next to accrued <br />interest and then to reduce the principal amount. <br /> <br />8. This Note is issued pursuant to the LOAN CONTRACT between the CWCS and the <br />BORROWER. The LOAN CONTRACT creates security interests in favor of the CWCB to <br />secure the prompt payment of all amounts that may become due hereunder. Said <br />security interests are evidenced by Security Agreements and a Deed of Trust <br />("Security Instruments") of even date and amount and cover certain revenues, real <br />property, water rights and/or accounts of the BORROWER. The LOAN CONTRACT and <br /> <br />Appendix A to Loan Contract C153808 Amendment No.1 <br />