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RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE SOUTH S1DE RESERVOIR COMPANY <br />The Shareholders of the South Side Reservoir Company (Company), at a Sharehofders' <br />meeting held February 10, 2003, at Loveland, Colorado, adopted the faflowing resolutions <br />conceming a secured loan from the State of Colorado Water Conservation Board (CWCB), for <br />the purpose of rehabilitation of the South Side Reservoir, in the amount of $360,000 or such <br />actual amount, more or less, as may be needed by the Company and avaifable from the CWCB <br />in addition to the CWCB's loan service 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 foilows: <br />1. to enter.in#o and compiy with the terms of a contraet with the Colorado Water Conservation <br />Board #or a loan in the amount of $360,000, or such actual amount, more or less, as <br />needed to finance the proje�t costs, plus the CWCB's loan service 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 sepaFate and apart from other <br />ConnPatvY revenues, and <br />4. to make the annual payments required by the promissory note and to.make annual deposi#s <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 Compan�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 A <br />MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT <br />TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 1 O DAY OF FEBRUARY 2003. <br />(S EA <br />G� <br />Stephens, Corporate Secretary <br />By � � � �` <br />John Whiteside, Presid�nt <br />Appendix 3a to Loan Contract C150130 <br />