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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF LOUDEN IRRIGATING CANAL AND RESERVOIR COMPANY <br /> The Shareholders of the Louden Irrigating Canal and Reservoir Company(Company), at a Shareholders' <br /> meeting held February 1, 2014, located at 7649 REA Parkway, Fort Collins, Colorado, adopted the following <br /> resolutions concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the <br /> purpose of the Emergency Diversion Structure and Ditch Repair in the amount of $161,600 or such actual <br /> amount, more or less, as may be needed by the Company and available from the CWCB including the CWCB <br /> loan origination fee of 1%of the loan amount. <br /> At said meeting,the Shareholders charged that these resolutions are irrepealable during the term of the <br /> loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, 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$161,600 or such actual amount, more or less, as needed to finance the project costs, including <br /> 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 RIVER DIVERSION AND HEADGATE, <br /> 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 1ST DAY OF UARY,2014. <br /> (S E A L) <br /> By <br /> Y e � <br /> Signature—Dale A. Leach, President <br /> ATTEST: je <br /> NAME: Dale A. Leach <br /> 1 _7 .-By A ...k/1 TITLE: President <br /> Si:nature'of Corporate Secretary DATE: FEBRUARY 1, 2014 <br /> Robert Dickinson <br /> DATE: FEBRUARY 1, 2014 <br /> Appendix 3a to Loan Contract C 150398 <br /> Page 1 of 1 <br />