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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE FUt.TON IRRIGATING DITCH COMPANY <br /> <br />The Board of Directors of The Fulton Irrigating Ditch Company (Company), a meeting held April <br />9, 2004, at Brighton, Colorado, adopted the following resolutions concerning a secured loan from the <br />State of Colorado Water Conservation Board (CWCB), for the purpose of rehabilitation of the Company's <br />South Platte River diversion structure in the amount of $171,700 or such actual amount, more or less, as <br />may be needed by the Company and available from the CWCB including the CWCB loan origination fee <br />of 1 % of 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 <br />Board for a loan in the amount of $171,700, or such actual amount, more or less, as needed <br />to finance the project 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 <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 pledge the diversion structure as collateral for the loan and execute all documents, <br />including a deed of trust, necessary to convey a security interest in said property to the <br />CWCB, <br /> <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, and <br />8. that the Board had the authority, conveyed by the stockholders at Fulton's Annual Meeting <br />Held January 26, 2004 to enter into and execute to above-referenced agreements and <br />documents. <br /> <br />CERTIFICATION <br /> <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> <br />GIVE~. 4.~OE,.~, OUR HANDS AND THE SEAL OF THE COMPANY THE Z 15"" DAY OF ~ 2004. <br /> <br />" ',' .:~ ,I 'I i> . <br />_" XS-!="~[)i '~ ' <br />....... - . ... <br />" . . <br /> <br />( \ l "~" ~ 1:- --1 "'_. 'f! --, <br /> <br />By~/-<"-:e ~/ A:~ <br />Cecil W. King, Preside <br /> <br />.ATIEST:I .' .. <br /> <br />~' <br />. .... -i - ... 'l~' <br /> <br />B",.'!, "'~::\~,~~. <br />Bnce Steele, Corporate Secretary <br /> <br />Appendix 3 to Loan Contract C150168 <br />