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<br />RESOLUTIONS OF THE MANAGERS <br />OF BUFFALO FARMS WATER DEVELOPMENT, LLC <br /> <br />The Managers of the Buffalo Farms Water Development, LLC (Company), a <br />meeting held J(!...V\ t.3 , 20~ at ~, Colorado, adopted the following <br />resolutions concerning an amendment to a secured loan from the State of Colorado <br />Water Conservation Board (CWCB), for the purpose of enhancing and expanding an <br />existing recharge project for well augmentation in the additional amount of $81,810 or <br />such actual amount, more or less, as may be needed by the Company and available from <br />the CWCB including the CWCB loan origination fee of 1 % of the loan amount. <br />At said meeting, the Managers charged that these resolutions are irrepealable <br />during the term of the loan and, pursuant to the Company's operating agreement, <br />authorized the Managers, RESOLVED as follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water <br />Conservation Board for an amendment to Loan No. 150191 in the amount of <br />$81,810, for a total loan amount of $277,245, or such actual amount, more or less, <br />as needed to finance the project costs, including the CWCB loan origination fee of <br />1%; <br />2. to make the annual payments required by the promissory note; <br />3. to acknowledge the pledge of an additional interest in real estate, including execution <br />of a security agreement and deed of trust, necessary to convey a security interest in <br />said property to the CWCB; <br />4. to execute all documents as required by the loan contract amendment, including, but <br />not limited to, a Security Agreement and a Promissory Note; and <br />5. to take such other actions and to execute such other documents as may be <br />necessary to consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED MANAGERS HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND <br />CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br />MANAGERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br />OPERATING AGREEMENT, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR <br />RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 23 DAY OF J A 1'< 2006. <br /> <br />(SEAL) <br /> <br />By D. -L U~ <br /> <br />D. Kevin Vollmer, Manager <br /> <br />:7~'L~ <br /> <br />~ael Goss, Manager <br /> <br />Appendix A <br />Loan Contract C150191 Amendment No.1 <br />