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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE SANTA MARIA RESERVOIR COMPANY <br /> The Board of Directors of the Santa Maria Reservoir Company (Company), at a <br /> meeting held May 11, 2015, at Monte Vista, Colorado, adopted the following <br /> resolutions concerning an amendment to a secured loan from the State of Colorado <br /> Water Conservation Board (CWCB) for the purpose of the purpose of rehabilitating <br /> the Continental Dam and restoring the full storage capacity of the reservoir. The <br /> purpose of the following resolutions is to increase the original loan amount of <br /> $3,071,663 by $600,000 or such actual amount, more or less, as may be needed by <br /> the Company and available from the CWCB, which amount includes the CWCB loan <br /> origination fee of 1% of the loan amount. <br /> NOW, THEREFORE, BE IT RESOLVED that the following resolutions are <br /> irrepealable during the term of the loan and, pursuant to the Company's bylaws, <br /> authorized the President and Corporate Secretary, to do as follows: <br /> 1. to enter into and comply with the terms of a contract amendment with the <br /> Colorado Water Conservation Board for a loan in the amount of $3,677,663, <br /> or such actual amount, more or less, as is needed and used to finance the <br /> project costs, which amount includes the CWCB loan origination fee of 1%, <br /> and <br /> 2. to levy and collect assessments from the shareholders of the Company in an <br /> amount sufficient to pay the annual amounts due under the LOAN CONTRACT, <br /> as amended, and to pledge assessment revenues and the Company's right to <br /> receive said revenues for repayment of the loan, and <br /> 3. to place said pledged revenues in a special account, separate and apart from <br /> other COMPANY revenues, and <br /> 4. to make the annual payments required by the PROMISSORY NOTE as amended, <br /> and to make annual deposits to a debt service reserve fund, and <br /> 5. to pledge the assessment revenues backed by a rate covenant and annual <br /> financial reporting and the undivided one hundred percent (100%) interest in <br /> the Continental Reservoir and associated storage rights, as COLLATERAL for <br /> the loan and execute all documents, including an amended security <br /> agreement and DEED OF TRUST, necessary to convey a security interest in <br /> said property to the CWCB, and <br /> 6. to execute all documents as required by the CONTRACT AMENDMENT, including, <br /> but not limited to, amendments to the SECURITY AGREEMENT, PROMISSORY <br /> NOTE and DEED OF TRUST. <br /> 7. to take such other actions and to execute such other documents as may be <br /> necessary to consummate and implement the loan. <br /> Page 1 of 2 <br /> APPENDIX D <br />