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RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE SOUTH SIDE IRRIGATION COMPANY <br />The Shareholders of the South Side p �� Company (Company), at a Shareholders' <br />meeting held February � 2003, at Loveland, Colorado, adopted the following resolutions <br />conceming a secured loan from the State of Colorado Water Conservation Board (CWCB), for <br />the purpose of rehabilitation of certain components on the ditch system including a number of <br />hydraulic structures and lining portions of the ditch, in the amount of $72,000 or such actual <br />amount, more or less, as may be needed by the Company and available from the CWCB in <br />addition to the CWCB loan origination fee of 1% of the loan amount. <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during <br />the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and ofFicers, RESOLVED as follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $72,000, or such actual amount, more or less, as needed to <br />finance the project costs, plus 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 <br />annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br />Company's right to receive 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 <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits <br />to a debt service reserve fund, and <br />5. to execute a deed of trust to convey a security interest to the CWCB in the Company's <br />headgate, hydraulic structures and the ditch rehabilitated with the CWCB loan, and <br />6. to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY <br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT <br />A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, <br />PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR <br />RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE �� DAY OF �(LUA 2003. <br />(SEAL) <br />ATTEST: <br />By <br />John Whiteside, President <br />on Stephens, Corporate Secreta <br />Appendix 3a to Loan Contrac�'G1,50129 <br />