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RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE TRINCHERA IRRIGATION COMPANY The Board of Directors of The Trinchera Irrigation Company (Company), at a meeting held February 23, 2010, at Blanca, Colorado, adopted the following resolutions conce�ning a secured loan from die State of Colorado Water Conservation Board (CWCB), for the purpose of constructing the Smith Dam Repairs Project in the amount of �606,000 or such actual amount, more ot less, as may be needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan amoun� At said meeting, the Shareholders charged that these resolutions are urepealable during the term of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, RESOLVED as follows: 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in the amount of �606,000, or such actoal amount, more or less, as needed to finance the project costs, including the CWCB loan origination fee of 1%, and 2. to levy and collect assessments from the shareholdecs in an amount sufficient to pay the annual amounts due under the Loan Contract, and to pledge assessment revenues and the Company's right to receive said revenues for repayment of the loan, and 3. to make the annaal paymerrts required by the promissory note and to make annual deposits to a debt service reserve fund, and 4. to pledge Smith Reservoir and the water rights associated with Smith Reservoir as collateral for the loan and execute all documents, including a security agreement and deed of trust, necessary to convey a security interest in said property to the CWCB, 5. to execute all dceuments as required by the loan contract, including, but not limited tq a Security Agreement and a Promissory Note, and 6. to take such other actions and to execute such other docaments as may be necessary W consummate and implement the loan. CERTIFICATION THE UNDERS[GNED, TE-� PRESIDENT AND THE CORPORATE SECRETARY, HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPT�D AT A MEETING OF THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 23 DAY OF FEBRUARY 2010. (SEAL) Tracy �'., Kester, President ATTEST: By � � e_ , �f�-� �cc.- Robert E. Espinosa, Co rate Secretary RESOLUTIONS OF THE BOARD OF DIRECTORS Appendia 3b to Loan Contract C150303