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CORPORATE REOLUTION TO BORROW / GR4.11" COLLATERAL
<br />- Principal _ - _ -- _ Loan Date M aturity_-_=
<br />4154.405:0P- { 3-12 -2 12 04-12-2013
<br />t{latl Np _- _ FH CIA
<br />References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item.
<br />Any item above containing has been omitted due to text length limitations.
<br />Borrower: MOFFAT LIMESTONE COMPANY INC, DARRYL L
<br />STEELE, SHARON L STEELE and DONALD G
<br />STEELE
<br />PO BOX 205
<br />MAYBELL, CO 81640 -0205
<br />Corporation: MOFFAT LIMESTONE COMPANY INC
<br />PO BOX 205
<br />MAYBELL, CO 81640 -0205
<br />Lender:
<br />WE, THE UNDERSIGNED, -DO HEREBY CERTIFY AND.STATE UNDER PENALTY OF PERJURY THAT:
<br />THE CORPORATION'S EXISTENCE. The complete and - correct name of the Corporation is MOFFAT LIMESTONE COMPANY INC ("Corporation").
<br />The Corporation is a corporation for which is, and at all times shall be, duly organized, validly existing, and in good standing under and by
<br />virtue of the laws of` the'Staie of `Colorado. The Corporation is dul authorized to transact business in all other states in which the Corporation
<br />is doing business, having' obtained all _necessa filings, governmental licenses and approvals for each state in which the Corporation is doing
<br />business. Specifically, the Corporation'is, and at all times shall "be, duly qualified as a foreign corporation in all states in which the failure to so
<br />qualify would have a material adverse effect on its business dr' financial condition. The Corporation has the full power and authority to own its
<br />properties and to transact the business in which it is presently engaged or presently proposes to engage The Corporation maintains an office at
<br />60765 US HWY 40, MAYBELL, CO .81640 -0205. Unless the Corporation has designated otherwise in writing, the principal office is the office
<br />at which the Corporation keeps its books , and records. The Corporation will notify Lender prior to any change in the location of the
<br />Corporation's state of organization or any change in the Corporation's name. The Corporation shall do all things necessary to preserve and to
<br />keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and
<br />decrees of any governmental or quasi - governmental authority or court applicable to the Corporation and the Corporation's business activities
<br />RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close corporation having no Board of
<br />Directors then at a meeting of the Corporation's shareholders, duly called and held on March 12, 2012, at which a quorum was present and
<br />voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Resolution were adopted.
<br />OFFICERS. The following named persons are officers of MOFFAT LIMESTONE COMPANY INC'
<br />NAMES TITLES AUTHORIZED
<br />DARRYL L STEELE President Y X
<br />DONALD G STEELE Vice President Y X
<br />SHARON L STEELE Treasurer Y X
<br />Yampa Valley Bank
<br />Craig Office
<br />435 Mack Lane
<br />Craig, CO 81625 -2919
<br />1970) 824 -3600
<br />ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter into any agreements of any nature with Lender, and
<br />those agreements will bind the Corporation. Specifically, but without limitation, any one (1) of such authorized persons are authorized,
<br />empowered, and directed to do the following for and on behalf of the Corporation:
<br />Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the
<br />Corporation and Lender, such sum or 'sums of money as in their judgment - borrowed, without limitation.
<br />Execute Notes. To execute and deliver to Lender the promissory, mote . . � . or other evidence of the Corporation's credit
<br />accommodations, on Lender's forms, at such rates of interest and on such'iggyynres is,fra - agreed upon, evidencing the sums of money so
<br />borrowed or any of the Corporation's indebtedness to Lender, and alsoi eke'cttt an4 1 er to Lender one or more renewals, extensions,
<br />modifications, refinancings, consolidations, or substitutions for one or mitre of the 4140 portion of the notes, or any other evidence of
<br />credit accommodations.
<br />Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise erj'cu j•er and deliver to Lender any property now or
<br />hereafter belonging to the Corporation or in which the Corporation now* hereaft, r mJy ' e an interest, including without limitation all of
<br />the Corporation's real property and all of the Corporation's personal prope (taAgible:o intangible), as security for the payment of any
<br />loans or credit accommodations so obtained, any promissory notes so execute any amendments to or modifications, renewals,
<br />and extensions of such promissory notes), or any other or further indebtedness"bf the Corporation to Lender at any time owing, however
<br />the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time
<br />such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any
<br />property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered.
<br />Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation
<br />agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and
<br />conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender
<br />any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper
<br />in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing, any one of the above
<br />authorized persons may execute, deliver, or record financing statements.
<br />Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of
<br />indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the
<br />same or to cause such proceeds to be credited to the Corporation's account with Lender, or to cause such other disposition of the
<br />proceeds derived therefrom as they may deem advisable.
<br />Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under
<br />such lines, and in at cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver
<br />such other documents and agreements, including agreements waiving the right to a trial by jury, as the officers may in their discretion deem
<br />reasonably necessary or proper in order to carry into effect the provisions of this Resolution. The following person or persons are
<br />authorized to request advances and authorize payments under the line of credit until Lender receives from the Corporation, at Lender's
<br />address shown above, written notice of revocation of such authority: DARRYL L STEELE, President of MOFFAT LIMESTONE COMPANY
<br />INC; DONALD G STEELE, Vice President of MOFFAT LIMESTONE COMPANY INC; SHARON L STEELE. Treasurer of MOFFAT LIMESTONE
<br />COMPANY INC. BY DRAFT IN THE FORM OF A WRITTEN STATEMENT FROM THE DIRECTOR OF THE DIVISION OF MINERALS AND
<br />GEOLOGY OF THE STATE OF COLORADO AS DISCLOSED WITHIN THE IRREVOCABLE LETTER OF CREDIT MADE A PART HEREOF.
<br />ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business
<br />names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business names under
<br />which the Corporation does business. None.
<br />MULTIPLE BORROWERS. The Corporation may enter into transactions in which there are multiple borrowers on obligations to Lender and the
<br />Corporation understands and agrees that, with or without notice to the Corporation, Lender may discharge or release any party or collateral
<br />securing an obligation, grant any extension of time for payment, delay enforcing any rights granted to Lender, or take any other action or
<br />inaction, without the loss to Lender of any of it rights against the Corporation, and that Lender may modify transactions without the consent of
<br />or notice to anyone other than the party with whom the modification is made.
<br />NOTICES TO LENDER. The Corporation wit promptly notify Lender in writing at Lender's address shown above (or such other addresses as
<br />Lender may designate from time to time) prior to any (A) change in the Corporation's name; (B) change in the Corporation's assumed
<br />business name(s); (C) change in the management of the Corporation, (D) change in the authorized signerlsl; (El change in the Corporation's
<br />principal office address, (F) change in the Corporation's state of organization; 101 conversion of the Corporation to a new or different type of
<br />business entity, or (H) change in any other aspect of the Corporation that directly or Indirectly relates to any agreements between the
<br />Corporation and Lender No change in the Corporation's name or state of organization will take effect until after Lender has received notice.
<br />CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for the
<br />Corporation, as the case may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the
<br />books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever.
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