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RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE TRINCHERA IRRIGATION COMPANY <br />T'he Shazeholders of The Trinchera [rrigation Company (Company), at a Shazeholders' meeting held <br />Febraary 23, 2010, at Blanca, Colorado, adopted the foltowing resolutions conceming a secw�ed loan from the State <br />of Colorado Water Conservarion Board (CWCB), for the purpose of constructing the Smith Dam Repairs Project in <br />the amount of �606,000 or such actual amount, more or less, as may be needed by the Company and available from <br />the CWCB including the CWCB loan origination fee of 1% of the loan amount. <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the term of the loan <br />and, pursuant to the Company's bylaws, authorized the Board of Din�ctors and officers, RESOLVED as follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a <br />loan in the amount of 5606,000, or suc6 actual amount, more or less, as needed to finance the project costs, <br />including the CWCB loan origination fee of i%, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts <br />due under the Loan Contract, and to pledge assessment revenues and the Company's right to receive said <br />revenues for repayment of the loan, and <br />3. to make the annual payments required by the promissory note and to make annual deposits to a debt service <br />reserve fund, and <br />4. to pledge Smith Reservoir and the water rights associated with Smith Reservoir as collateral for the loan <br />and execute all documents, including a security agreement and deed of trust, necessary to convey a security <br />interest in said property to the CWCB, <br />5. to execute all documents as required by the loan contract, including, but not limited to, a Security <br />Agreement and a Promissory Note, and <br />6. to take such odier actions and to execute such other documents as may be necessary to consummate and <br />implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, <br />HEREBY CERTIFY THAT TI-� FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS <br />DULY ADOPTED AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD <br />AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS <br />HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF TI-�E COMPANY THE 23 DAY OF FEBRUARY 2010. <br />(SEAL) <br />AT"TEST: <br />B <br />Tracy S , Kester, President <br />, � <br />By ��.�-a� <br />Robert E. Espinosa, Co rate Secretary <br />RESOLUTIONS OF THE SHAREHOLDERS <br />Appendix 3a to Loan Contract C150303 <br />