LPPD000423

• Contract/PO #: C150133
• Contractor Name: Low Line Ditch Company, The
• Contract Type: Loan
• Water District: 64
• County: Logan
• Bill Number: MC3
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE SHAREHOLDERS
OF THE Low LINE DITCH COMPANY

The Shareholders of The Low Line Ditch Company (Company), at a Shareholders' meeting
held March 4, 2003, at Sterling, Colorado, adopted the following resolutions concerning a secured
loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of
construction of a recharge project to augment existing wells in the amount of $160,000 or such
actual amount, more or less, as may be needed by the Company and available from the CWCB in
addition to the CWCB loan origination fee of 1 % of the loan amount.

At said meeting, the Shareholders charged that these resolutions are irrepealable during the
term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and
officers, RESOLVED as follows:

1. to enter into and comply with the terms of a contract with the Colorado Water Conservation
Board for a loan in the amount of $160,000, or such actual amount, more or less, as needed to
finance the project costs, plus the cwes loan origination fee of 1 %, and

2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual
amounts due under the Loan Contract, and to pledge assessment revenues and the Company's
right to receive said revenues for repayment of the loan, and

3. to place said pledged revenues in a special account separate and apart from other COMPANY
revenues, and

4. to make the annual payments required by the promissory note and to make annual deposits to
a debt service reserve fund, and

1. to pledge the recharge project, consisting of the well pump and equipment, and easements to
the four ponds and well, as collateral for the loan and execute all documents, including a
security agreement and deed of trust, necessary to convey a security interest in said property to
the CWCB,

5. to execute all documents as required by the loan contract, including, but not limited to, a
Security Agreement and a Promissory Note, and

6. to take such other actions and to execute such other documents as may be necessary to
consummate and implement the loan.

CERTIFICATION

THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A
MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT
TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.

GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE DAY OF MARCH 2003.

(SEAL)

By tC)~ ~
Don Schell, President

ATTEST:
By J=:. 'I: i~
Steven J. Kais ,Corporate Secretary

Appendix 3a to Loan Contract C150133