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RESOLUTIONS OF THE SHAREHOLDERS
<br />OF THE NORTH POUDRE IRRIGATION COMPANY
<br />The shareholders of The North Poudre Irrigati n Company (Company), at an annual
<br />shareholders' meeting held February �, 2004, at �at.Q�, Colorado, adopted the
<br />following resolutions concerning a secured loan from the State of Colorado Water Conservation
<br />Board (CWCB), for the purpose of rehabilitation of Miner's Lak�: in the amount of $614,080 or such
<br />actual 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°/a of the loan amaunt.
<br />At said meeting, the Shareholders charged that these resolutio�ns are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and
<br />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 $614,080, or such actual �mount, 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 annual
<br />amounts due under the Loan Contract, and to pledge asses:�ment revenues and the Company's
<br />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 ConnP,4►vY
<br />revenues, and
<br />4. to make the annual payments required by the promissory rnote and to make annual deposits to
<br />a debt service reserve fund, and
<br />5. to pfedge Miner's Lake as collateral for the loan and execute: aN documents, including a deed of
<br />trust, necessary to convey a security interest in said property� to the CWCB,
<br />6. to execute all documents as required by the loan contra�ct, 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 d�cuments 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 C►F RESOLUTIONS DULY ADOPTED AT A
<br />� MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND I-IELD AS ABOVE RECITED, PURSUANT
<br />TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE INOT BEEN AMENDED OR RESCINDED.
<br />,,
<br />GIV�PJ �JN�d�E`t,�O�J AND THE SEAL OF THE COMPANY THE �:' DA OF ��' 2004.
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<br />, - " �, . Gary imps , President
<br />A'I'�fEST: '� ` �
<br />� � �. ,���,:�°
<br />� By � �
<br />Sharon Seaworth, Corporate Secretary
<br />Appendix 3a to Loan Contra�t C150133
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