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"Investment Management Agreement ") between the District and Capital Investment Counsel, Inc.; and WHEREAS, the conditions precedent to the release of the pledge of the Investment Fund set forth in First Loan Contract Amendment have been satisfied by the District; and WHEREAS, the District has previously applied for funding of a portion of the Project through the Governor's Energy Office ( "GEO ") but has subsequently withdrawn such application; and WHEREAS, after extended discussions and consultation, the Board has determined and hereby declares that it is in the best interests of the District and its residents and ratepayers to modify the terms of the Previously Amended Loan Contract by (1) increasing the loan amount from $9,090,000 to $13,130,000 to cover the shortfall in the Project budget resulting from the withdrawal of the GEO application and (2) releasing the pledge of the Investment Fund ; and WHEREAS, the CWCB has agreed to such modification and has provided the form of the Loan Contract Amendment No. 2 C150324 (including the Amendment No. 2 Promissory Note and Amendment No. 2 Security Agreement, each appended thereto, the "Loan Contract Amendment" and together with the Previously Amended Loan Contract, the "Loan Contract "); and WHEREAS, none of the members of the Board have any potential conflicting interests in connection with authorization for execution of the Loan Contract Amendment or the use of the proceeds thereof; and WHEREAS, there has been presented to this meeting of the Board the form of the Loan Contract Amendment, and the Board desires to authorize the execution of the document and the execution of any additional documentation which may be related to such financing; THEREFORE, be it resolved by the Board of Directors of the Tri- County Water Conservancy District, acting as the governing body of the District's Water Activity Enterprise: Section 1. Definitions. As used herein, the following capitalized terms shall have the respective meanings set forth below, unless the context indicates otherwise. "Capital Improvements" means the acquisition of land, easements, facilities, and equipment (other than ordinary repairs and replacements), and the design, construction or reconstruction of improvements, betterments, and extensions, for use by or in connection with the System. "CWRPDA Bond" means that Governmental Agency Bond, dated March 27, 2013, evidencing a loan in the principal amount of $2,000,000, made pursuant to a Loan Agreement dated March 27, 2013, between the District and the Colorado Water Resources and Power Development Authority. "First Loan Contract Amendment" means Loan Contract Amendment No. 1 C150324 (including the Amendment No. 1 Security Agreement and Assignment of Investment Fund and Interest appended thereto). 2 4818 -5195- 9572.1