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• • <br /> RESOLUTIONS OF THE BOARD OF DIRECTORS OF <br /> FARMERS HIGH LINE CANAL AND RESERVOIR COMPANY <br /> The Board of Directors of the Farmers High Line Canal and Reservoir Company(Company),at a meeting <br /> held December 20,2012,at 725 Malley Drive,Northglenn,Colorado,adopted the following Resolutions <br /> concerning a secured loan from the State of Colorado Water Conservation Board(CWCB),for the purpose of <br /> construction of the System Rehabilitation Project in the revised amount of$2,209,597 or such actual amount,more <br /> or less,as may be needed by the Company and available from the CWCB including the CWCB loan origination fee <br /> of 1%of the loan amount. <br /> At said meeting,the Board charged that these Resolutions are irrepealable during the term of the loan and, <br /> pursuant to the Company's bylaws,authorized the President and Corporate Secretary,RESOLVED as follows: <br /> 1. To enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a <br /> loan in the amount of$2,209,587,or such actual amount,more or less,as needed to finance the project <br /> 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 amounts <br /> due under the Loan Contract,and to pledge assessment revenues and the Company's right to receive said <br /> revenues for repayment of the loan,an <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 the Company's main diversion structure located on Clear Creek as collateral for the loan and <br /> execute all documents,including a security agreement and deed to trust,necessary to convey a security <br /> interest in said property to the CWCB, <br /> 6. To execute all documents,as required by the loan contract,including,but not limited to,a Security <br /> Agreement and a Promissory Note,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 SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE TRUC <br /> 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 THE <br /> SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. GIVEN UNDER OUR HANDS AND THE SEAL <br /> OF THE COMPANY THIS o21& ,DAY OF DECEMBER,2012. <br /> (S E A L) <br /> Curt Aldstadt,President <br /> ATTEST: <br /> By sd <br /> a°8tA� <br /> — <br /> C Y�er Secretary <br /> Attachment A to Loan Contract C150314 <br /> Amendment No. 1 <br />