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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF LAS ANIMAS CONSOLIDATED CANAL COMPANY <br /> The Board of Directors of Las Animas Company(Company), at a meeting held kip\Alt,20 15 , at <br /> "k►', = i�.`), Colorado, adopted the following resolutions concerning a secured loan from the State of <br /> Colorado Water Conservation Board (CWCB), for the purpose of the Repair and Replacement of Canal <br /> Spillway Structure (Project) in the amount of $363,782 or such actual amount, more or less, as may be <br /> needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of <br /> the loan amount. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the <br /> loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, <br /> 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$363,782, 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 <br /> 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 revenues, <br /> 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 assessment revenues with an assessment covenant and the Spillway Structure as <br /> COLLATERAL for the loan, and <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 <br /> and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING <br /> ARE 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 /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 5T1- <br /> DAY OF _ - ,_ , 1..: 2015 <br /> (S E A L) ( / <br /> Signature <br /> ATTEST: <br /> NAME: C- {--?A • IJ r <br /> By Sign '�Al" TITLE: t L'S & J <br /> ture oA Corporate Secretary DATE: l 11 S <br /> DATE: 11 C r c <br /> Appendix 3b <br /> Page 1 of 1 <br />