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EXHIBIT 3, AMENDMENT No.3 TO LOAN CONTRACT CT2015-165(c15o24o) AMENDMENT TO SECURITY AGREEMENT DATE: OCTOBER U,2016 BORROWER: BULL CREEK RESERVOIR CANAL&POWER COMPANY,A COLORADO NONPROFIT CORPORATION SECURED PARTY: COLORADO WATER CONSERVATION BOARD LOAN CONTRACT NUMBER: CTzo15-165(C15o24) PLEDGED REVENUES: A PLEDGE OF ASSESSMENT REVENUES BACKED BY AN ASSESSMENT COVENANT AND ALL OF DEBTOR'S RIGHT TO RECEIVE SAID REVENUES TO REPAY THE LOAN L This Amendment to Security Agreement,which shall replace and supersede all Original Security Agreements and Amended Security Agreements attached as appendices to the Original Loan Contract,Contract Amendment No. and Contract Amendment No.2,reflects the changes to the Loan Contract per Loan Contract Amendment No.3 to Loan Contract No.2015-165(C15o24o) 2. On September 17, 2015, the Board approved a change to the existing loan. This Amendment No. 3 shall amend the collateral pledged for the loan to a pledge of assessment revenues backed by an assessment covenant and the Company's storage water rights. To secure payment of the loan evidenced by the AMENDMENT TO PROMISSORY NOTE payable in accordance with the TERMS OF REPAYMENT,or until all principal,interest,and late charges,if any,are paid in full, the BORROWER grants to SECURED PARTY a security interest in the above described PLEDGED REVENUES. BORROWER EXPRESSLY WARRANTS AND COVENANTS: 1. BORROWER is the owner of the PLEDGED REVENUES free from any adverse lien, security interest or encumbrances;and that BORROWER will defend the PLEDGED REVENUES against all claims and demands of all persons at any time claiming the same or any interest therein. 2. That the execution and delivery of this agreement by BORROWER will not violate any law or agreement governing BORROWER or to which BORROWER is a party. 3. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon the PLEDGED REVENUES and not to permit the same to be attached or replevined. 4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by its representations herein, BORROWER shall be estopped from asserting for any reason that it is not authorized to grant a security interest in the PLEDGED REVENUES pursuant to the terms of this agreement. 5. To pay all taxes and assessments of every nature that may be levied or assessed against the PLEDGED REVENUES. 6. That the BORROWER'S articles of incorporation and by-laws do not prohibit any term or condition of this agreement. UNTIL DEFAULT BORROWER may have possession of the PLEDGED REVENUES, provided that BORROWER keeps the PLEDGED REVENUES in an account separate from other revenues of BORROWER and does not use PLEDGED REVENUES for any purpose not permitted by the CONTRACT. Upon default,SECURED PARTY shall have the immediate right to the possession of the PLEDGED REVENUES. BORROWER SHALL BE IN DEFAULT under this agreement upon any of the following events or conditions: a. default in the payment or performance of any obligation contained herein or in the PROMISSORY NOTE or loan contract b. dissolution,termination of existence,insolvency,business failure,appointment of a receiver of any part of the property of,assignment for the benefit of creditors by,or the commencement of any proceeding Exhibit 3 to Loan Contract Amendment No.3, Loan Contract No. cT2o15-165 Page 1 of 2