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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF THE NORTH POUDRE IRRIGATION COMPANY <br /> The Shareholders of The North Poudre Irrigation Company (Company), at the Annual <br /> Shareholders' Meeting held February 3rd, 2014, at 4482 ECR 56, Fort Collins, Larimer County, <br /> Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado <br /> Water Conservation Board (CWCB), for the purpose of the Reservoir No. 4 Rehabilitation Project in <br /> the amount of $1,636,200 or such actual amount, more or less, as may be needed by the Company <br /> and available from 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 <br /> term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and <br /> officers, RESOLVED as follows: <br /> 1. "'to enter into and comply with the terms of a contract with the Colorado Water Conservation <br /> Board for a loan in the amount of $1,636,200, or such actual amount, more or less, as needed to <br /> finance the project costs, 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 <br /> amounts due under the Loan Contract, and to pledge assessment revenues and the Company's <br /> right to receive said revenues for repayment of the loan; and <br /> 3. to place said pledged revenues in a special account separate and apart from other COMPANY <br /> revenues, and <br /> 4. to make the annual payments required by the Promissory Note and to make annual deposits to a <br /> debt service reserve fund; and <br /> 5. to pledge as COLLATERAL, for the loan the Company's, assessment revenues backed by a rate <br /> and covenant and an undivided one hundred percent (100%) interest in the RESERVOIR NO. 4 <br /> DAM AND RESERVOIR; and <br /> 6. to execute all documents as required by the loan contract, including, but not limited to, a <br /> Promissory Note, Security Agreement, and Deed of Trust necessary to convey a security interest <br /> in said property to the CWCB; and <br /> 7. to take such other actions and to execute such other documents as may be necessary to <br /> consummate and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY HEREBY <br /> CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT <br /> THE ANNUAL MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, <br /> PURSUANT TO tHE COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS, AND THAT SAID <br /> RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 3RD DAY OF FEBRUARY, 2014. <br /> ( SEAL ) / � <br /> By <br /> Signature <br /> ATT�E� Name: Nels Nelson <br /> By OJJCtU /4 Title: President <br /> Signature of Corporate Secretary Date: February 3, 2014 <br /> Name: Sharon Seaworth <br /> Date: February 3, 2014 <br /> Appendix 3a to Loan Contract C150378 <br />