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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF BIG THOMPSON AND PLATTE RIVER DITCH COMPANY <br /> The Shareholders of the Big Thompsoci and Platte River Ditch Company (Company), at a Shareholders' <br /> Mu <br /> meeting held AIM,I I, 2013, located at[ Colorado, adopted the following resolutions concerning a <br /> secured loan from the Sfete of Colorado Water Conservation Board (CWCB), for the purpose of the Emergency <br /> Big Thompson and Platte River Repair in the amount of $808,000 or such actual amount, more or less, as may be <br /> needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of the <br /> loan amount. <br /> At said meeting, the Shareholders charged that these resolutions are irrepealable during the term of <br /> the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, RESOLVED <br /> as follows: <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan <br /> in the amount of $808,000 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 BIG THOMPSON AND PLATTE RIVER DITCH COMPANY <br /> DIVERSION DAM, 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE <br /> FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br /> SHAREHOLDERS 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 0, DAY OF p J 1?-4I\k,P_\-2013. <br /> (SEAL) <br /> By ekivv. l 1_260P <br /> �S <br /> ATTE T: Q� <br /> r' NAME: � � 1 Q c_12.4--0( <br /> 41 <br /> c-----/(By -�✓G' `,�r� TITLE: i I; <br /> ignature of Corporate Secretary DATE: U iffi ..• _ <br /> DATE: L�/A1 /,'Or-(f� 4 > <br /> 999999 i <br /> Appendix 3a to Loan Contract C150373 <br /> Page 1 of 1 <br />