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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE NORTH POUDRE IRRIGATION COMPANY <br /> The Board of Directors of The North Poudre Irrigation Company (Company), at a meeting helda�5// <br /> 2e1-3, at Colorado, adopted the following resolutions concerning a secured loan from the State of <br /> Colorado Wate 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 and <br /> available from the 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 <br /> in the amount of $1,636,200, 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 RESERVOIR NO.4 DAM AND RESERVOIR, 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 /> bi <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 6 DAY OF�.dh' /tom 2@43. <br /> (SEAL) � � Q <br /> By' y`^ ) - <br /> Signature <br /> ATTEST. <br /> NAME: /1&s /V L OA/ <br /> By 44/1417g_310-11AUAA-11, TITLED <br /> Signature of Corporate Secretary DATE: • 161/� <br /> DATE: °VS//1-1 <br /> Appendix 3b to Loan Contract C15O378 <br /> Page 1 of 1 <br />