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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF BOULDER AND LARIMER COUNTY IRRIGATING AND MANUFACTURING DITCH COMPANY <br />The Board of Directors of the Boulder and Larimer County Irrigating and Manufacturing Ditch Company <br />(Company), at a meeting held October 12, 2013, at Guaranty Bank and Trust Company, Berthoud, <br />Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water <br />Conservation Board (CWCB), for the purpose of the Irrigation System Improvements Project in the amount of <br />$202,000 or such actual amount, more or less, as may be needed by the Company and available from the <br />CWCB including the CWCB loan origination fee of 1 % of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term of the loan <br />and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, RESOLVED as <br />follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in <br />the amount of $202,000 or such actual amount, more or less, as needed to finance the project costs, <br />including the CWCB loan origination fee of 1 %, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due <br />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 place said pledged revenues in a special account separate and apart from other COMPANY revenues, and <br />4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt <br />service reserve fund, and <br />5. to pledge, as COLLATERAL, for the loan the Company's, assessment revenues backed by a rate covenant and <br />an undivided one hundred percent (100 %) interest In the BOULDER AND LARIMER DIVERSION STRUCTURE, and <br />6. to execute all documents as required by THE LOAN CONTRACT, including, but not limited to, a PROMISSORY <br />NOTE, SECURITY AGREEMENT, and DEED OF TRUST necessary to convey a security interest in said property to <br />the CWCB, and <br />7. to take such other actions and to execute such other documents as may be necessary to consummate and <br />implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE <br />TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF <br />DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID <br />RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 18TH DAY OF OCTOBER 2013. <br />(SEAL) <br />ATTEST: <br />B 0, J _, J� � p T <br />Signature orpo Secretary <br />DATE: f a- I '�r- _ 7,0 1_a <br />By <br />Signature <br />NAME: Howard Buehler <br />TITLE: President <br />DATE: /D - l Z— /3 <br />Appendix 3b to Loan Contract C150374 <br />Page 1 of 1 <br />